EXHIBIT 4.1
                                                                  EXECUTION COPY

                                  $156,500,000
                                     FOURTH
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT
                            Dated as of May 2, 2001
                                      among
                                 ABC-NACO INC.,
                     ABC-NACO LATINO AMERICA, S.A. de C.V.,
                           DOMINION CASTINGS LIMITED,
                             BANK OF AMERICA CANADA,
                          as Canadian Revolving Lender,
                             BANK OF AMERICA, N.A.,
                  as Agent and Letter of Credit Issuing Lender
                                       and
                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO


<PAGE>
                                Table of Contents
                                                                        Page No.
                                                                        --------


ARTICLE  I

DEFINITIONS;  RESTATEMENT;  WAIVER     2
1.01     Certain  Defined  Terms     2
1.02     Other  Interpretive  Provisions.     25
1.03     Accounting  Principles.     26
1.04     Currency  Equivalents  Generally     27
1.05     Restatement  and  Amendment;  Effect     27
1.06     Waiver  of  Existing  Defaults     27

ARTICLE  II

THE  CREDITS     28
2.01     Amounts  and  Terms  of  Commitments     28
2.02     Loan  Accounts;  Notes.     28
2.03     Procedure for Borrowing by the Company or the Mexican Borrower.     29
2.04     The  Swing  Line  Loans.     30
2.05     Canadian  Revolving  Loans.     32
2.06     Voluntary  Termination  or  Reduction  of Available Commitments     33
2.07     Prepayments.     34
2.08     Repayments  and  Scheduled  Commitment  Reductions.     37
2.09     Interest.     37
2.10     Fees     38
2.11     Computation  of  Fees  and  Interest.     39
2.12     Payments  by  the  Borrowers.     39
2.13     Payments  by  the  Lenders  to  the  Agent.     40
2.14     Sharing  of  Payments,  Etc     40

ARTICLE  III

THE  LETTERS  OF  CREDIT     41
3.01     The  Letter  of  Credit  Subfacility.     41
3.02     Issuance,  Amendment  and  Renewal  of  Letters  of  Credit.     42
3.03     Risk  Participations,  Drawings  and  Reimbursements.     44
3.04     Repayment  of  Participations.     45
3.05     Role  of  the  Issuing  Lender.     46
3.06     Obligations  Absolute     47
3.07     Cash  Collateral  Pledge     48
3.08     Letter  of  Credit  Fees.     48
3.09     Uniform  Customs  and  Practice     49

ARTICLE  IV

TAXES,  YIELD  PROTECTION  AND  ILLEGALITY     49
4.01     Taxes.     49
4.02     Increased  Costs  and  Reduction  of  Return.     50
4.03     Certificates  of  Lenders     51
4.04     Survival     51

ARTICLE  V

CONDITIONS  PRECEDENT     51
5.01     Conditions  of  Initial  Credit  Extensions     51
5.02     Conditions  to  All  Credit  Extensions     55

ARTICLE  VI

REPRESENTATIONS  AND  WARRANTIES     56
6.01     Corporate  Existence  and  Power     56
6.02     Corporate  Authorization;  No  Contravention     56
6.03     Governmental  Authorization     56
6.04     Binding  Effect     56
6.05     Litigation     57
6.06     No  Default     57
6.07     ERISA  Compliance.     57
6.08     Use  of  Proceeds;  Margin  Regulations     58
6.09     Title  to  Properties     58
6.10     Taxes     58
6.11     Financial  Condition.     58
6.12     Environmental  Matters     59
6.13     Collateral  Documents.     60
6.14     Regulated  Entities     60
6.15     No  Burdensome  Restrictions     60
6.16     Solvency     60
6.17     Labor  Relations     61
6.18     Copyrights,  Patents,  Trademarks  and  Licenses,  etc     61
6.19     Subsidiaries     61
6.20     Insurance     61
6.21     Swap  Obligations     61
6.22     Subordination  Provisions     61
6.23     Broker's  Fees     61
6.24     Restructuring  Documents     62
6.25     Full  Disclosure     62

ARTICLE  VII

AFFIRMATIVE  COVENANTS     62
7.01     Financial  Statements     62
7.02     Certificates;  Other  Information     63
7.03     Notices     64
7.04     Preservation  of  Corporate  Existence,  Etc     65
7.05     Maintenance  of  Property     66
7.06     Insurance     66
7.07     Payment  of  Obligations     67
7.08     Compliance  with  Laws     67
7.09     Compliance  with  ERISA     67
7.10     Inspection  of  Property  and  Books  and  Records     67
7.11     Environmental  Laws.     68
7.12     Use  of  Proceeds     68
7.13     Solvency     68
7.14     Further  Assurances.     68
7.15     Foreign  Subsidiaries  Security     69
7.16     Bancomer  Financing     69
7.17     Consultants     69
7.18     SubDebt  Consent  Solicitation     69

ARTICLE  VIII

NEGATIVE  COVENANTS     70
8.01     Limitation  on  Liens     70
8.02     Disposition  of  Assets     72
8.03     Consolidations  and  Mergers     72
8.04     Loans  and  Investments     73
8.05     Limitation  on  Indebtedness     73
8.06     Transactions  with  Affiliates     74
8.07     Use  of  Proceeds     74
8.08     Contingent  Obligations     75
8.09     Restricted  Payments.     75
8.10     ERISA     76
8.11     Change  in  Business     76
8.12     Accounting  Changes     76
8.13     EBITDA     76
8.14     Irregular  Items     77
8.15     Collateral  Coverage  Ratio     78
8.16     Capital  Expenditures     78
8.17     Subordinated  Debt     78
8.18     Material  Agreements     79

ARTICLE  IX

EVENTS  OF  DEFAULT     79
9.01     Event  of  Default     79
9.02     Remedies     82
9.03     Rights  Not  Exclusive     83

ARTICLE  X

THE  AGENT     83
10.01     Appointment  and  Authorization;  "Agent".     83
10.02     Delegation  of  Duties     84
10.03     Liability  of  Agent     84
10.04     Reliance  by  Agent.     84
10.05     Notice  of  Default     85
10.06     Credit  Decision     85
10.07     Indemnification  of  Agent     85
10.08     Agent  in  Individual  Capacity     86
10.09     Successor  Agent     86
10.10     Withholding  Tax     86
10.11     Collateral  Matters     88

ARTICLE  XI

MISCELLANEOUS     88
11.01     Amendments  and  Waivers     88
11.02     Notices.     90
11.03     No  Waiver;  Cumulative  Remedies     90
11.04     Costs  and  Expenses     90
11.05     Company  Indemnification     91
11.06     Payments  Set  Aside     92
11.07     Successors  and  Assigns     92
11.08     Assignments,  Participations,  etc.     92
11.09     Confidentiality     93
11.10     Set-off     94
11.11     Automatic  Debits  of  Fees     94
11.12     Notification  of  Addresses,  Lending  Offices,  Etc     95
11.13     Counterparts     95
11.14     Severability     95
11.15     No  Third  Parties  Benefited     95
11.16     Governing  Law  and  Jurisdiction.     95
11.17     Waiver  of  Jury  Trial     96
11.18     Judgment     96
11.19     Entire  Agreement     96
11.20     Effectiveness     96
11.21     Release     97

ARTICLE  XII

COMPANY  GUARANTY     97
12.01     The  Guaranty     97
12.02     Insolvency     98
12.03     Nature  of  Liability     98
12.04     Independent  Obligation     98
12.05     Authorization     98
12.06     Reliance     99
12.07     Subordination     99
12.08     Waiver.     100
12.09     Nature  of  Liability     100


<PAGE>



SCHEDULES

Schedule  1.01-A     Bancomer  Financing  Proposal
Schedule  1.01-B     Existing  Swap  Contracts
Schedule  2.01       Commitments
Schedule  2.05       Procedure  for  Canadian  Revolving  Loan  Borrowings
Schedule  2.07(e)    Signal  Division  Proceeds  Allocation
Schedule  6.05       Litigation
Schedule  6.06       Existing  Defaults
Schedule  6.11(a)    Permitted  Liabilities
Schedule  6.11(b)    Projections
Schedule  6.12       Environmental  Liabilities
Schedule  6.19       Subsidiaries  and  Minority  Interests
Schedule  8.01       Existing  Liens
Schedule  8.04       Existing  Investments
Schedule  8.05       Existing  Indebtedness
Schedule  8.08       Contingent  Obligations
Schedule  11.02      Lending  Offices;  Addresses  for  Notices

EXHIBITS
Exhibit  A           Form  of  Notice  of  Borrowing
Exhibit  B           Form  of  Compliance  Certificate
Exhibit  C           Form  of  Legal  Opinion  of  Company's  Counsel
Exhibit  D           List  of  Closing  Documents
Exhibit  E           Form  of  Supplemental  Indenture
Exhibit  F           Form  of  Assignment  and  Acceptance
Exhibit  G-1         Form  of  Company  Revolving  Loan  Promissory  Note
Exhibit  G-2         Form  of  Mexican  Borrower Revolving Loan Promissory Note
Exhibit  G-3         Form  of  Canadian Borrower Revolving Loan Promissory Note
Exhibit  G-4         Form  of  Swing  Line  Note

<PAGE>

                                       45
CH1  2142991v5
                  FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

     This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May
2,  2001 among ABC-NACO Inc., a Delaware corporation (the "Company"), ABC-NACO
Latino  America,  S.A.  de  C.V.  (formerly known as ABC-NACO de Mexico, S.A. de
C.V.), a Mexican corporation ("Mexican Borrower"), Dominion Castings Limited, an
Ontario  corporation  ("Canadian  Borrower"), the several financial institutions
from  time  to time party to this Agreement, Bank of America Canada, as Canadian
Revolving  Lender  (the  "Canadian  Revolving  Lender"),  (collectively,  the
"Lenders"; individually, a "Lender"), and Bank of America, N.A. (as successor to
Bank  of  America  National  Trust and Savings Association), as letter of credit
issuing  lender  and  as  agent for the Lenders (in such capacity, the "Agent").
WHEREAS,  the  Borrowers,  the Lenders and the Agent are parties to that certain
Third  Amended  and  Restated Credit Agreement dated as of October 30, 2000 (the
"Existing  Credit  Agreement"),  pursuant  to  which,  subject  to the terms and
conditions  thereof, the Lenders have provided loans and certain other financial
accommodations  to  the  Borrowers;

WHEREAS, as of the date hereof, the Borrowers have failed to comply with certain
of their financial and other covenants and obligations under the Existing Credit
Agreement  and  the other existing Loan Documents, as described in Schedule 6.06
(as  so  described  therein,  the  "Existing  Defaults"),  and have informed the
Lenders  that  they  will  likely  not  be able to comply hereafter with certain
payment  and  performance obligations of the Existing Credit Agreement and other
Loan  Documents;

WHEREAS,  the Company has entered into that certain Credit Agreement dated as of
May  2,  2001 among ING Furman Selz Investors III LP, individually and as agent
and  certain  other  lenders (collectively, the "ING Funds") and the Company (as
amended  and  modified  from time to time in accordance with this Agreement, the
"ING Loan Agreement"), pursuant to which the ING Funds would make a term loan to
the  Company  in an aggregate original principal amount of $15,000,000 (the "ING
Loan"),  the  Domestic  Subsidiaries  which  are Wholly-Owned Subsidiaries would
guaranty  all of the Company's obligations under the ING Loan Agreement, and the
Company  and  such  Subsidiaries would grant liens and security interests to the
ING Funds, which are junior in priority to those granted to the Collateral Agent
pursuant  to the Collateral Documents, in substantially all of the Company's and
such  Subsidiaries'  domestic  real  and  personal  property;

WHEREAS,  the Company has entered into that certain Series C Preferred Stock and
Common  Stock  Warrant Purchase Agreement dated as of April 17, 2001 between the
Company  and  the  ING  Funds  (as  amended  and  modified  from time to time in
accordance with this Agreement, the "Series C Preferred Agreement"), pursuant to
which, subject to the satisfaction of certain conditions specified therein which
are  expected to be satisfied after the date hereof, the Company would issue and
sell, and the ING Funds would purchase, certain shares of the Company's Series C
Convertible  Preferred  Stock  and  certain  warrants  to purchase the Company's
Common  Stock,  and  the aggregate outstanding principal balance of the ING Loan
would  be  repaid  in  full  from  the  proceeds  of  such  purchase;

WHEREAS, the Company has entered into that certain Asset Sale Agreement dated as
of  April  17, 2001 among Metal Matrix LLC, a Delaware limited liability company
(the  "Flow Purchaser"), the Company and certain of its Subsidiaries (as amended
and modified from time to time in accordance with this Agreement, the "Flow Sale
Agreement"), pursuant to which the Company and such Subsidiaries would sell, and
the  Flow  Purchaser  would purchase, certain assets consisting of the Company's
Locomotive,  Flow  and  Specialty  Products  Group,  buymetalcastings.com,  the
Baltimore  Brake Shoe facility and the Melrose Park mine and mill operations (as
more particularly described in such Flow Sale Agreement, collectively, the "Flow
Assets")  and  assume  certain  liabilities  related  thereto;

WHEREAS,  the Borrowers have requested that the Agent and the Lenders agree, and
subject  to the terms and conditions of this Agreement the Agent and the Lenders
have  agreed,  to  (a) waive each of the Existing Defaults, and to (b) amend and
restate  the  Existing Credit Agreement so as to, among other things, (i) modify
the payment obligations and financial covenants of the Existing Credit Agreement
in  a  manner  consistent  with the Borrowers' revised financial projections and
business plan, and (ii) permit the consummation of the transactions contemplated
by  ING  Loan  Agreement,  the  Series  C  Preferred Agreement and the Flow Sale
Agreement,  among other things, to provide the Company and its Subsidiaries with
sufficient  capital  to  effect  such  revised  business  plan  substantially in
accordance  with  such  financial  projections;  and

WHEREAS,  on  the  Closing  Date  hereof and concurrently with the amendment and
restatement  of the Existing Credit Agreement pursuant to this Agreement and the
consummation of the transactions contemplated by the ING Loan Agreement and Flow
Sale  Agreement,  the Available Commitment shall be reduced from $172,047,000 to
$156,500,000  and  the Company shall prepay the outstanding principal balance of
all  Loans  by  an  amount  equal  to  $15,500,000.

NOW,  THEREFORE,  in  consideration  of  the  mutual  agreements, provisions and
covenants  contained  herein,  the  parties  agree  as  follows:

                                    ARTICLE I

                        DEFINITIONS; RESTATEMENT; WAIVER
     1.01     Certain  Defined  Terms.  The  following  terms have the following
meanings:

     "Acquisition"  means  any transaction or series of related transactions for
the  purpose  of or resulting, directly or indirectly, in (a) the acquisition of
all  or  substantially  all  of  the  assets  of a Person, or of any business or
division  of  a  Person,  (b) the acquisition of in excess of 50% of the capital
stock,  partnership  interests, membership interests or equity of any Person, or
otherwise  causing  any  Person  to  become  a  Subsidiary,  or  (c) a merger or
consolidation  or any other combination with another Person (other than a Person
that  is  a  Subsidiary)  provided  that  the  Company  or the Subsidiary is the
surviving  entity.

"Adjusted Net Earnings from Operations" means, with respect to any fiscal period
of  the  Company,  the  net  income  of  such  Company and its Subsidiaries on a
consolidated  basis  after provision for income taxes for such fiscal period, as
determined  in accordance with GAAP and reported on its financial statements for
such  fiscal  period,  less  any  and  all of the following included in such net
income:  (a)  gain  or loss arising from the sale of any capital asset; (b) gain
arising  from  any  write-up in the book value of any asset; (c) earnings of any
business entity, substantially all the assets of which have been acquired in any
manner,  or which has merged or otherwise consolidated with and into the Company
or  any Subsidiary to the extent realized by such other business entity prior to
the  date  of  such  acquisition,  merger  or consolidation; (d) earnings of any
business entity (other than a Subsidiary) in which the Company or any Subsidiary
has  an  ownership  interest unless (and only to the extent) such earnings shall
actually  have  been  received  by the Company or such Subsidiary in the form of
cash distributions; (e) earnings of any Person to which assets of the Company or
any  Subsidiary  shall have been sold, transferred or disposed of, or into which
the  Company or any Subsidiary shall have been merged, or which has been a party
with  the  Company  or  any  Subsidiary  to  any  consolidation or other form of
reorganization  in  which  the  Company  or such Subsidiary is not the surviving
entity,  after  the  date  of  such  transaction;  (f)  gain  arising  from  the
acquisition  of  debt  or  equity securities of the Company or any Subsidiary or
from  cancellation  or  forgiveness  of  Indebtedness; and (g) gain arising from
extraordinary items including restructuring charges, as determined in accordance
with  GAAP,  or  from  any  other  non-recurring  transaction.

"Affiliate"  means,  as  to  any  Person,  any  other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such  Person.  A  Person  shall  be  deemed  to  control  another  Person if the
controlling  Person  possesses,  directly  or indirectly, the power to direct or
cause  the direction of the management and policies of the other Person, whether
through  the  ownership of voting securities, membership interests, by contract,
or  otherwise.

"Agent" means B of A in its capacity as agent for the Lenders hereunder, and any
successor  agent  arising  under  Section  10.09.

"Agent-Related  Persons"  means  B  of  A  and any successor agent arising under
Section  10.09  and  any  successor  letter  of credit issuing lender hereunder,
together  with  their  respective  Affiliates,  and  the  officers,  directors,
employees,  agents  and  attorneys-in-fact  of  such  Persons  and  Affiliates.

"Agent's  Payment  Office"  means the address for payments set forth on Schedule
11.02  or  such  other  address  as  the  Agent  may  from time to time specify.

"Agreement" means this Credit Agreement, as the same may at any time be amended,
supplemented  or  otherwise  modified in accordance with the terms hereof and in
effect.

"Applicable  Margin"  shall mean, at all times, a per annum rate equal to 2.75%.

"Assignee"  has  the  meaning  specified  in  Section  11.08(a).

"Attorney  Costs"  means  and  includes  all  reasonable  and customary fees and
disbursements  of  any law firm or other external counsel, the allocated cost of
internal  legal  services  and  all  disbursements  of  internal  counsel.

"Available  Commitment"  as to any Lender, means such Lender's Commitment and as
to all Lenders, means the aggregate of such Lenders' Commitment, in each case as
the  same  may  be  reduced  from  time  to  time  pursuant  to  this Agreement.

"B  of A" means Bank of America, N.A. (as successor to Bank of America  National
Trust  and  Savings  Association),  a  national  banking  association.

"Bancomer  Financing"  the  proposed  financing  to  be  provided to the Mexican
Borrower  by  Bancomer, S.A. substantially on the terms and conditions described
in  Schedule  1.01-A  and,  in  any  event,  approved in writing by the Majority
Lenders.

"Bancomer  Prepayment  Amount"  means, as of any date of the closing and funding
the  Bancomer  Financing,  an  amount  equal  to  the  greater  of:
     (a)     $7,500,000;  and
     (b)     the  product  of  (i)  $7,500,000  multiplied  by  (ii) a fraction:

(A)     the  numerator of which shall equal the sum of (1) $11,500,000 plus
(2)  the positive amount, if any, by which the aggregate intercompany receivable
owing from the Mexican Subsidiaries to the Company and the Domestic Subsidiaries
exceeds  $7,500,000  as  of  such  date plus (3) the positive amount, if any, by
which  the  aggregate  gross  amount of accounts receivable which arose from the
sale  of  inventory  produced  or assembled by facilities owned or leased by the
Mexican  Subsidiaries  exceeds  $4,000,000  as  of  such  date;  and

(B)     the  denominator  of  which  shall  equal  $11,500,000.

"Bankruptcy  Code"  means  the  Federal  Bankruptcy  Reform Act of 1978 (11
U.S.C.  Sec.101,  et  seq.).

"Base  Rate" means, with respect to an obligation denominated in Dollars for any
day,  the  higher  of:  (a) 0.50% per annum above the latest Federal Funds Rate;
and  (b)  the rate of interest in effect for such day as publicly announced from
time  to  time  by  B of A in Charlotte, North Carolina as its "reference rate".
The  "reference  rate" is a rate set by B of A or the Canadian Revolving Lender,
as  the  case may be, based upon various factors including its costs and desired
return,  general  economic  conditions  and  other  factors,  and  is  used as a
reference  point for pricing some loans, which may be priced at, above, or below
such  announced  rate.  Any  change in the reference rate announced by B of A or
the  Canadian  Revolving  Lender,  as  the case may be, shall take effect at the
opening  of  business  on  the  day specified in the public announcement of such
change.

"Base  Rate  Loan"  means a Loan or an L/C Advance, that bears interest based on
the  Base  Rate  plus  the  Applicable  Margin.

"Borrower"  means  any  of  the  Company, Mexican Borrower or Canadian Borrower.

"Borrowing"  means  a  borrowing  hereunder consisting of Loans made to the same
Borrower  on the same day by the Revolving Lenders under Article II.  The making
of  a  Swing  Line  Loan  or  Canadian  Revolving  Loan  shall  not constitute a
Borrowing.

"Borrowing  Date" means any date on which a Borrowing occurs under Section 2.03.

"Business Day" means any day other than a Saturday, Sunday or other day on which
commercial  banks  in  Chicago,  Illinois  or  Charlotte,  North  Carolina  are
authorized  or  required  by law to close and, with respect to any disbursements
and  payments in and calculations pertaining to any Canadian Revolving Loan, any
day  other  than  a  Saturday,  Sunday or other day on which commercial banks in
Toronto,  Canada  and  New  York,  New York are authorized or required by law to
close.

"Canadian  Borrower"  means  Dominion  Castings Limited, an Ontario corporation.

"Canadian  Dollars"  or  "cdn"  means  the  lawful  currency  of  Canada.

"Canadian  Revolving  Lender"  means  Bank of America Canada, in its capacity as
provider  of  the  Canadian  Revolving  Loans.

"Canadian  Revolving  Loans"  has  the  meaning  specified  in  Section 2.05(a).

"Canadian  Subsidiary  Loan  Sublimit"  means  $5,000,000.

"Capital  Adequacy  Regulation" means any guideline, request or directive of any
central  bank  or  other  Governmental  Authority,  or  any  other  law, rule or
regulation,  whether  or  not  having  the force of law, in each case, regarding
capital  adequacy  of  any  bank  or  of  any  corporation  controlling  a bank.

"Capital Expenditures" means, for any period and with respect to any Person, the
aggregate  of  all  expenditures  by  such  Person  and its Subsidiaries for the
acquisition  or  leasing  of  fixed  or capital assets or additions to equipment
(including  replacements,  capitalized  repairs  and  improvements  during  such
period)  which  should be capitalized under GAAP on a consolidated balance sheet
of  such  Person  and  its  Subsidiaries.

"Capital  Lease"  has  the meaning specified in the definition of "Capital Lease
Obligations."

"Capital Lease Obligations" means all monetary obligations of the Company or any
of  its  Subsidiaries  under  any  leasing  or  similar  arrangement  which,  in
accordance  with  GAAP,  is  classified  as  a  capital lease ("Capital Lease").

"Cash  Collateralize"  means to pledge and deposit with or deliver to the Agent,
for  the benefit of the Agent, the Issuing Lender and the Lenders, as additional
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation  in  form  and substance satisfactory to the Agent and the Issuing
Lender (which documents are hereby consented to by the Lenders).  Derivatives of
such  term  shall  have  corresponding  meaning.  The  Company hereby grants the
Agent,  for  the  benefit  of  the  Agent, the Issuing Lender and the Lenders, a
security  interest  in  all  such  cash  and  deposit  account  balances.  Cash
collateral shall be maintained in blocked deposit accounts at B of A.  The Agent
shall  invest  any  and  all available funds deposited in such deposit accounts,
within  10  business days after the date the relevant funds become available, in
securities issued or fully guaranteed or insured by the United States Government
or  any  agency thereof backed by the full faith and credit of the United States
having  maturities  of  three  months  from  the  date  of  acquisition  thereof
(collectively, "Governmental Obligations").  The Company hereby acknowledges and
agrees  that  the  Agent  shall  not have any liability with respect to, and the
Company  hereby  indemnifies  the  Agent  against,  any  loss resulting from the
acquisition  of  the  Government  Obligations  and  the Agent shall not have any
obligation  to monitor the trading activity of any such Governmental Obligations
on  and  after  the acquisition thereof for the purpose of obtaining the highest
possible  return  with respect thereto, the Agent's responsibility being limited
to  acquiring  such  Governmental  Obligations.

"Cash  Equivalents"  means:

(a)     securities  issued  or  fully  guaranteed  or insured by the United
States  Government or any agency thereof and backed by the full faith and credit
of the United States having maturities of not more than six months from the date
of  acquisition;

(b)     certificates  of  deposit,  time  deposits,  Eurodollar  time  deposits,
repurchase  agreements,  reverse repurchase agreements, or bankers' acceptances,
having in each case a term of not more than six months, issued by any Lender, or
by any U.S. commercial bank having combined capital and surplus of not less than
$100,000,000  whose  short term securities are rated at least A-1 by S&P and P-1
by  Moody's;  and

(c)     commercial  paper  of  an  issuer  rated  at  least A-1 by S&P or P-1 by
Moody's  and  in  either  case  having  a  tenor  of not more than three months.

"Change  of Control" means (a) any Person or any two or more Persons acting
in  concert  (in  any  such  case, excluding the ING Funds) acquiring beneficial
ownership  (within  the  meaning  of  Rule  13d-3 of the Securities and Exchange
Commission  under the Exchange Act), directly or indirectly, of capital stock of
the  Company  (or  other  securities  convertible  into  such  capital  stock)
representing  40%  or  more of the combined voting power of all capital stock of
the  Company  entitled  to vote in the election of directors, other than capital
stock having such power only by reason of the happening of a contingency, or (b)
during  any period of twelve consecutive calendar months, individuals who at the
beginning  of such period constituted the Company's board of directors (together
with  any  new  directors  whose election by the Company's board of directors or
whose  nomination  for  election by the Company's stockholders was approved by a
vote  of  at  least  a majority of the directors then still in office who either
were  directors  at the beginning of such period or whose election or nomination
for  election was previously so approved) cease for any reasons other than death
or  disability  to  constitute  a  majority  of  the  directors  then in office.

"Closing  Date"  means  the  date on which all conditions precedent set forth in
Section  5.01  are  satisfied  or  waived  by  all  Lenders.

"Code"  means  the  Internal  Revenue  Code of 1986, as amended, and regulations
promulgated  thereunder.

"Collateral"  means  all property and interests in property and proceeds thereof
now  owned or hereafter acquired by any Credit Party in or upon which a Lien now
or  hereafter  exists in favor of the Lenders, or the Collateral Agent on behalf
of  the  Lenders,  whether  under  this  Agreement  or under any other documents
executed  by  any  such  Persons  and  delivered  to  the  Collateral  Agent.

"Collateral  Agent"  means  the Agent acting in its capacity as Collateral Agent
pursuant  to  the  Collateral  Documents.

"Collateral  Coverage  Ratio"  means,  as  of  any date of determination for the
Company  and  its Subsidiaries on a consolidated basis, the ratio of (i) the sum
of  (A)  the net book value of accounts receivable determined in accordance with
GAAP  as  of  such  date,  plus  (B)  the  book value of inventory determined in
accordance  with  GAAP  as  of  such  date,  plus (C) $72,173,000, minus (D) the
aggregate  appraised  orderly  liquidation value, as of the Closing Date, and as
set  forth  in  (or reasonably extrapolated from, by the Agent in its reasonable
determination)  the appraisals most recently delivered to the Agent prior to the
Closing  Date,  of  machinery,  equipment  and  real  property sold or otherwise
disposed of by the Company and its Subsidiaries after the Closing Date and prior
to  such  date of determination (other than with respect to the Signal Division,
the  Company's Melrose Park facility and the asset subject to the Flow Sale), to
(ii)  the  Available  Commitment  in  effect  as  of  such  date.

"Collateral  Documents"  means,  collectively,  (a) the Security Agreements, the
Guaranty  of  the Company pursuant to Article XII, each Subsidiary Guaranty, the
Pledge  Agreements, the Intellectual Property Assignments, the Mortgages and all
other  security  agreements,  patent  and  trademark assignments, guarantees and
other similar agreements between the Company or its Subsidiaries and the Lenders
or  the  Collateral  Agent  for  the benefit of the Guaranteed Creditors, now or
hereafter  delivered  to  the  Lenders or the Collateral Agent pursuant to or in
connection  with  the  transactions  contemplated  hereby,  and  all  financing
statements  (or  comparable  documents now or hereafter filed in accordance with
the  UCC  or  comparable  law)  against  the  Company or any Subsidiaries or any
Guarantor  as  debtor  in  favor  of the Lenders or the Collateral Agent for the
benefit  of  the  Guaranteed  Creditors as secured party and (b) any amendments,
supplements,  modifications,  renewals,  replacements,  consolidations,
substitutions  and  extensions  of  any  of  the  foregoing.

"Commitment"  has  the  meaning  specified  in  Section  2.01.

"Commitment  Fee"  has  the  meaning  specified  in  Section  2.10(c).

"Company"  means  ABC-NACO  Inc.,  a  Delaware  corporation.

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

"Computation  Date"  has  the  meaning  specified  in  Section  2.07(d).

"Consolidated  Interest  Expense"  means,  for  any  period,  gross consolidated
interest  expense for the period (including all commissions, discounts, fees and
other  charges  in  connection  with  standby  letters  of  credit  and  similar
instruments)  for  the  Company  and  its  Subsidiaries, plus the portion of the
up-front  costs  and  expenses for Swap Contracts (to the extent not included in
gross  interest expense) fairly allocated to such Swap Contracts as expenses for
such  period,  as  determined in accordance with GAAP and after giving effect to
any  Swap  Contract  then  in  effect.

"Contingent  Obligation"  means,  as  to  any  Person,  any  direct  or indirect
liability  of  that Person, whether or not contingent, with or without recourse,
(a) with respect to any Indebtedness, lease, dividend, letter of credit or other
obligation  (the  "primary  obligations")  of  another  Person  (the  "primary
obligor"),  including  any obligation of that Person (i) to purchase, repurchase
or  otherwise acquire such primary obligations or any security therefor, (ii) to
advance  or  provide  funds  for  the  payment  or discharge of any such primary
obligation,  or  to  maintain  working  capital or equity capital of the primary
obligor  or otherwise to maintain the net worth or solvency or any balance sheet
item,  level  of  income or financial condition of the primary obligor, (iii) to
purchase  property, securities or services primarily for the purpose of assuring
the  owner  of any such primary obligation of the ability of the primary obligor
to  make payment of such primary obligation, or (iv) otherwise to assure or hold
harmless  the  holder  of  any  such  primary obligation against loss in respect
thereof  (each,  a  "Guaranty  Obligation");  (b)  with  respect  to  any Surety
Instrument  (other  than  any  Letter  of Credit) issued for the account of that
Person  or  as  to  which  that  Person is otherwise liable for reimbursement of
drawings  or payments; (c) to purchase any materials, supplies or other property
from,  or  to obtain the services of, another Person if the relevant contract or
other  related  document or obligation requires that payment for such materials,
supplies  or  other  property, or for such services, shall be made regardless of
whether  delivery  of such materials, supplies or other property is ever made or
tendered,  or such services are ever performed or tendered; or (d) in respect of
any  Swap  Contract.  The amount of any Contingent Obligation shall, in the case
of Guaranty Obligations, be deemed equal to the stated or determinable amount of
the  primary obligation in respect of which such Guaranty Obligation is made or,
if not stated or if indeterminable, the maximum reasonably anticipated liability
in  respect  thereof, and in the case of other Contingent Obligations other than
in  respect  of  Swap  Contracts,  shall  be  equal  to  the  maximum reasonably
anticipated  liability  in  respect  thereof  and,  in  the  case  of Contingent
Obligations in respect of Swap Contracts, shall be equal to the Swap Termination
Value.

"Contractual  Obligation" means, as to any Person, any provision of any security
issued  by  such  Person  or of any agreement, undertaking, contract, indenture,
mortgage, deed of trust or other instrument, document or agreement to which such
Person  is  a  party  or  by  which  it  or  any  of  its  property  is  bound.

"Credit Extension" means and includes (a) the making of any Loans hereunder, and
(b)  the  Issuance  of  any  Letter  of  Credit  hereunder.

"Credit  Party"  means  each  Borrower  and each Subsidiary that is a party to a
Subsidiary  Guaranty.

"Default"  means any event or circumstance which, with the giving of notice, the
lapse  of  time,  or both, would (if not cured or otherwise remedied during such
time)  constitute  an  Event  of  Default.

"Dollar  Equivalent"  means,  at  any  time, (a) as to any amount denominated in
Dollars,  the  amount thereof at such time, and (b) as to any amount denominated
in  Canadian  Dollars,  the  equivalent  amount  in Dollars as determined by the
Administrative Agent at such time on the basis of the Spot Rate for the purchase
of  Dollars  with  Canadian Dollars on the most recent Computation Date provided
for  in  Section  2.07(d).

"Dollar  Refunding  Amount"  has  the  meaning  specified in Section 2.05(b)(i).

"Dollars",  "dollars"  and  "$"  each  mean  lawful  money of the United States.

"Domestic  Subsidiary"  means  each  Subsidiary of the Company that is organized
under  the  laws  of  the  United  States  or  any  state  thereof.

"EBITDA"  means,  for any period, the Company's and its Subsidiaries' Net Income
on a consolidated basis, determined in accordance with GAAP; plus, to the extent
deducted  in  the  computation  of  Net Income for such period, (a) Consolidated
Interest  Expense,  (b)  income  or  franchise  taxes  paid  or  accrued and (c)
amortization  and depreciation expense; provided, however, that Net Income shall
be  computed  for  these  purposes  without  giving  effect  to  any  non-cash,
non-recurring  extraordinary  losses  or  special  charges  incurred during such
period  as  a  result  of the impairment of long-term assets with respect to the
Company's  and  its Subsidiaries' Calera, Permatrack, Cicero or Deco operations.

"Effective  Amount"  means  (a)  with  respect  to  any  Loans on any date, the
aggregate  outstanding  principal  Dollar Equivalent amount thereof after giving
effect  to  any  Borrowings  and prepayments or repayments of Loans occurring on
such  date;  and (b) with respect to any outstanding LC Obligations on any date,
the  Dollar  Equivalent  amount of such LC Obligations on such date after giving
effect  to  any  Issuances  of  Letters of Credit occurring on such date and any
other  changes  in  the  aggregate amount of the LC Obligations as of such date,
including as a result of any reimbursements of outstanding unpaid drawings under
any  Letters  of  Credit  or  any reductions in the maximum amount available for
drawing  under  Letters  of  Credit  taking  effect  on  such  date.

"Eligible  Assignee" means (a) a commercial bank organized under the laws of the
United  States,  or any state thereof, and having a combined capital and surplus
of  at least $100,000,000; (b) a commercial bank organized under the laws of any
other country which is a member of the Organization for Economic Cooperation and
Development  (the  "OECD"),  or a political subdivision of any such country, and
having  a  combined  capital and surplus of at least $100,000,000, provided that
such bank is acting through a branch or agency located in the United States; (c)
a  Person  that  is  primarily engaged in the business of commercial banking and
that  is  (i) a Subsidiary of a Lender, (ii) a Subsidiary of a Person of which a
Lender is a Subsidiary, or (iii) a Person of which a Lender is a Subsidiary; (d)
an "accredited investor", as such term is defined in Rule 501(a) of Regulation D
under  the  Securities  Act  of  1933,  as amended (other than the Company or an
Affiliate  of  the  Company);  (e) a finance company, insurance company or other
financial  institution  or  fund  (whether  a corporation, partnership, trust or
other entity) that is primarily engaged in the business of making, purchasing or
otherwise  investing  in  commercial loans; and (f) any other entity approved by
the  Agent  (which  approval  shall  not  be  unreasonably  withheld).

"Environmental  Claims"  means all claims, however asserted, by any Governmental
Authority  or  other  Person  alleging potential liability or responsibility for
violation  of any Environmental Law, or for release or injury to the environment
or  threat  to  public  health,  personal injury (including sickness, disease or
death),  property  damage,  natural  resources  damage,  or  otherwise  alleging
liability  or responsibility for damages (punitive or otherwise), investigation,
cleanup,  removal,  remedial  or  response costs, restitution, civil or criminal
penalties,  injunctive  relief, or other type of relief, resulting from or based
upon  the  presence,  placements,  discharge,  emission  or  release  (including
intentional  and  unintentional,  negligent  and  non-negligent,  sudden  or
non-sudden, accidental or non-accidental, placements, spills, leaks, discharges,
emissions  or  releases) of any Hazardous Material at, in, or from any property,
whether or not owned by the Company or any Subsidiary or taken as collateral, or
in  connection  with  any  operations  of  the  Company.

"Environmental  Laws"  means  all federal, state or local laws, statutes, common
law  duties,  rules,  regulations,  ordinances  and  codes,  together  with  all
administrative  orders,  directed duties, requests, licenses, authorizations and
permits  of,  and  agreements  with,  any Governmental Authorities, in each case
relating  to  environmental,  health,  safety  and  land  use matters, including
without  limitation,  the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"), the Clean Air Act, the Federal Water Pollution
Control  Act  of  1972,  the  Solid  Waste  Disposal  Act,  the Federal Resource
Conservation  and  Recovery Act, the Toxic Substances Control Act, the Emergency
Planning  and  Community  Right-to-Know  Act  and the Ley General del Equilibrio
Ecologico  y  la  Proteccion  al  Ambiente.

"Environmental  Permits"  has  the  meaning  specified  in  Section  6.12(b).

"ERISA"  means  the  Employee  Retirement  Income  Security  Act  of  1974,  and
regulations  promulgated  thereunder.

"ERISA  Affiliate"  means  any  trade  or business (whether or not incorporated)
under  common  control  with the Company within the meaning of Section 414(b) or
(c)  of  the  Code  (and  Sections  414(m)  and  (o) of the Code for purposes of
provisions  relating  to  Section  412  of  the  Code).

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal  by the Company or any ERISA Affiliate from a Pension Plan subject to
Section  4063 of ERISA during a plan year in which it was a substantial employer
(as  defined  in Section 4001(a)(2) of ERISA) or a cessation of operations which
is  treated  as such a withdrawal under Section 4062(e) of ERISA; (c) a complete
or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer
Plan  or  notification  that  a Multiemployer Plan is in reorganization; (d) the
filing  of a notice of intent to terminate, the treatment of a Plan amendment as
a  termination  under  Section  4041  or  4041A of ERISA, or the commencement of
proceedings  by  the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an  event  or condition which might reasonably be expected to constitute grounds
under  Section  4042  of  ERISA  for the termination of, or the appointment of a
trustee  to  administer,  any  Pension  Plan  or  Multiemployer Plan; or (f) the
imposition of any liability to the PBGC under Title IV of ERISA, other than PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Company or
any  ERISA  Affiliate.

"Event of Default" means any of the events or circumstances specified in Section
9.01.

"Excess Cash Flow" means, with respect to any fiscal period of the Company:  (a)
the  Company's  Adjusted Net Earnings from Operations for such period; minus (b)
the  sum  of  (i)  all  regularly  scheduled  installments of Indebtedness (and,
without  duplication,  mandatory  reductions  to the Lender's Commitments) which
were  actually  paid  in  cash  (or  made  effective,  in the case of Commitment
reductions)  by  the  Company  during  such fiscal period; (ii) bank charges and
deferred  financing  fees  and bank agency fees paid in cash during such period,
(iii)  Capital  Expenditures which were actually paid in cash by the Company and
its  Subsidiaries  during  such fiscal period to the extent permitted hereunder,
other  than  any  such  payments  already  deducted  in  the  computation of the
Company's Adjusted Net Earnings from Operations or pursuant to clause (i) above;
plus  (c)  the  sum of (i) any depreciation and amortization expense deducted in
determining  net  income  for  such  fiscal  period; (ii) other non-cash charges
deducted  in  computing  such  net  income;  (iii) any decrease in the Company's
current  assets other than cash during such period; and (iv) any increase in the
Company's  current  liabilities during such period; minus (d) the sum of (i) any
increase  in  such  Company's current assets other than cash during such period;
and  (ii) any decrease in such Company's current liabilities during such period.

"Exchange  Act"  means  the  Securities  Exchange  Act  of 1934, and regulations
promulgated  thereunder.

"Existing Defaults" has the meaning specified in the recitals to this Agreement.

"FDIC"  means  the  Federal  Deposit Insurance Corporation, and any Governmental
Authority  succeeding  to  any  of  its  principal  functions.

"Federal  Funds  Rate"  means,  for  any  day,  the rate set forth in the weekly
statistical  release  designated  as  H.15(519),  or  any successor publication,
published by the Federal Reserve Bank of New York (including any such successor,
"H.15(519)")  on  the preceding Business Day opposite the caption "Federal Funds
(Effective)";  or,  if for any relevant day such rate is not so published on any
such  preceding  Business Day, the rate for such day will be the arithmetic mean
as  determined  by  the Agent of the rates for the last transaction in overnight
Federal  funds arranged prior to 9:00 a.m. (Chicago time) on that day by each of
three  leading  brokers  of  Federal  funds  transactions  in  Chicago, Illinois
selected  by  the  Agent.

"Fiscal Quarter" means the quarterly accounting periods of the Company ending on
March  31,  June  30,  September  30  and  December  31  of  each  fiscal  year.

"Flow  Assets"  has  the  meaning  specified  in the recitals to this Agreement.

"Flow  Purchaser"  has  the meaning specified in the recitals to this Agreement.

"Flow  Sale"  the  disposition  of  the  Flow  Assets  pursuant to the Flow Sale
Agreement.

"Flow  Sale  Agreement"  has  the  meaning  specified  in  the  recitals to this
Agreement.

"Flow  Sale  Note"  means  that  certain  Junior  Subordinated Note executed and
delivered  by the Flow Purchaser and made payable to the Company in an aggregate
original  principal  amount  of  $4,000,000 in partial consideration of the Flow
Sale.

"Foreign Subsidiary" means each Subsidiary of the Company that is not a Domestic
Subsidiary.

"FRB"  means  the  Board  of  Governors  of  the Federal Reserve System, and any
Governmental  Authority  succeeding  to  any  of  its  principal  functions.

"Further Taxes" means any and all present or future taxes, levies, assessments,
imposts,  duties,  deductions, fees, withholdings or similar charges (including,
without  limitation,  net income taxes and franchise taxes), and all liabilities
with  respect thereto, imposed by any jurisdiction on account of amounts payable
or  paid  pursuant  to  Section  4.01.

"FX  Trading  Office"  means  the  Foreign  Exchange  Trading  Center #5193, San
Francisco,  California,  of  B of A, or such other of B of A's offices as B of A
may  designate  from  time  to  time.

"GAAP"  means  generally  accepted  accounting principles set forth from time to
time  in  the opinions and pronouncements of the Accounting Principles Board and
the  American  Institute  of  Certified  Public  Accountants  and statements and
pronouncements  of  the  Financial  Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession),  which  are  applicable  to  the  circumstances  as  of the date of
determination; provided, however, that for purposes of all computations required
to  be made with respect to compliance by the Company with Sections 8.13 through
8.16, such term shall mean generally accepted accounting principles as in effect
on the date of this Agreement, applied in a manner consistent with those used in
preparing  the  financial  statements  referred  to  in  Section  6.11(a).

"Governmental  Authority"  means  any  nation  or government, any state or other
political  subdivision  thereof,  any  central  bank  (or  similar  monetary  or
regulatory  authority)  thereof,  any  entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and  any  corporation  or  other  entity  owned  or controlled, through stock or
capital  ownership  or  otherwise,  by  any  of  the  foregoing.

"Guaranteed  Creditors"  shall  mean and include Agent, the Lenders, each Person
(other than any Credit Party) which is a party to a Permitted Swap Obligation if
such Person is or at the time of entry into such Permitted Swap Obligation was a
Lender  or an Affiliate of a Lender, and LaSalle Bank, N.A., as provider of cash
management  services  to  the  Company  with  respect  to  up  to  $5,000,000 of
obligations  owing  to  such  institution  with  respect  to  such  services.

"Guaranteed  Obligations"  shall  mean  (i) the full and prompt payment when due
(whether  at the stated maturity, by acceleration or otherwise) of the principal
and  interest  (whether  such  interest  is  allowed  as a claim in a bankruptcy
proceeding  with  respect  to any Subsidiary Borrower or otherwise) on each Note
issued  by  a  Subsidiary  Borrower  to  each  Lender, and Loans made under this
Agreement  to  any  Subsidiary  Borrower  and  all reimbursement obligations and
unpaid  drawings with respect to Letters of Credit issued for the benefit of any
Subsidiary  Borrower, together with all other Obligations (including obligations
which,  but  for the automatic stay under Section 362(a) of the Bankruptcy Code,
would  become  due) and liabilities (including, without limitation, indemnities,
fees  and  interest  thereon)  of  any  Subsidiary  Borrower  to such Lender now
existing  or hereafter incurred under, arising out of or in connection with this
Agreement  or  any  other  Loan Documents and the due performance and compliance
with all terms, conditions and agreements contained in the Loan Documents by any
Subsidiary  Borrower  and  (ii) the full and prompt payment when due (whether by
acceleration  or otherwise) of all Obligations (including obligations which, but
for  the  automatic  stay under Section 362(a) of the Bankruptcy Code or similar
proceeding  under  applicable  law,  would  become  due)  of  the Company or any
Subsidiary  owing  under  any  Permitted  Swap  Obligations  entered into by the
Company or any Subsidiary with any Lender or any Affiliate thereof (even if such
Lender  subsequently  ceases to be a Lender under this Agreement for any reason)
so  long  as  such  Lender  or  Affiliate  participates  in  such Permitted Swap
Obligations  and  their  subsequent assigns, if any, whether now in existence or
hereafter  arising,  and  the  due  performance  and  compliance with all terms,
conditions  and  agreements  contained  therein.

"Guarantor"  means  each  Domestic  Subsidiary of the Company and, to the extent
required or requested pursuant to Section 7.15, each other Foreign Subsidiary of
the  Company.

"Guaranty Obligation" has the meaning specified in the definition of "Contingent
Obligation."

"Hazardous Materials" means all those substances that are regulated by, or which
may  form  the  basis  of  liability  or  a  standard  of  conduct  under,  any
Environmental  Law,  including  any substance identified under any Environmental
Law as a pollutant, contaminant, hazardous waste, hazardous constituent, special
waste, hazardous substance, hazardous material, or toxic substance, or petroleum
or  petroleum-derived  substance  or  waste.

"Honor  Date"  has  the  meaning  specified  in  Section  3.03(b).

"ING  Funds"  has  the  meaning  specified  in  the  recitals to this Agreement.

"ING Intercreditor Agreement" means that certain Intercreditor Agreement of even
date  herewith among the ING Funds and the Collateral Agent with respect to such
parties'  liens  and  security  interests in the property of the Company and its
Subsidiaries.

"ING  Loan"  has  the  meaning  specified  in  the  recitals  to this Agreement.

"ING  Loan  Agreement"  has  the  meaning  specified  in  the  recitals  to this
Agreement.

"Indebtedness"  of  any  Person means, without duplication, (a) all indebtedness
for  borrowed  money;  (b)  all obligations issued, undertaken or assumed as the
deferred  purchase  price  of  property  or  services (other than trade payables
entered  into  in  the  ordinary  course of business on ordinary terms); (c) all
non-contingent  reimbursement  or  payment  obligations  with  respect to Surety
Instruments  and  all  L/C  Obligations; (d) all obligations evidenced by notes,
bonds,  debentures  or  similar  instruments, including obligations so evidenced
incurred  in  connection with the acquisition of property, assets or businesses;
(e)  all  indebtedness  created  or  arising under any conditional sale or other
title retention agreement, or incurred as financing, in either case with respect
to  property  acquired by the Person (even though the rights and remedies of the
seller  or  lender  under  such agreement in the event of default are limited to
repossession  or  sale  of  such  property); (f) all obligations with respect to
Capital Leases; (g) the principal balance outstanding under any synthetic lease,
tax  retention  operating  lease,  off-balance sheet loan or similar off-balance
sheet  financing product to which such Person is a party, where such transaction
is  considered borrowed money indebtedness for tax purposes but is classified as
an  operating lease in accordance with GAAP; (h) all indebtedness referred to in
clauses  (a)  through  (g)  above  secured  by  (or for which the holder of such
Indebtedness  has  an existing right, contingent or otherwise, to be secured by)
any  Lien  upon or in property (including accounts and contract rights) owned by
such  Person,  even  though such Person has not assumed or become liable for the
payment  of  such  Indebtedness;  and (i) all Guaranty Obligations in respect of
indebtedness  or  obligations  of others of the kinds referred to in clauses (a)
through  (h) above.  For all purposes of this Agreement, the Indebtedness of any
Person  shall  include  all  recourse  Indebtedness  of any partnership or joint
venture  or  limited liability company in which such Person is a general partner
or  a  joint  venturer  or  a  member.

"Indemnified  Liabilities"  has  the  meaning  specified  in  Section  11.05.

"Indemnified  Person"  has  the  meaning  specified  in  Section  11.05.

"Independent  Auditor"  has  the  meaning  specified  in  Section  7.01(a).

"Insolvency  Proceeding" means, with respect to any Person, (a) any case, action
or proceeding with respect to such Person before any court or other Governmental
Authority  relating  to  bankruptcy,  reorganization,  insolvency,  liquidation,
receivership,  dissolution,  winding-up or relief of debtors, or (b) any general
assignment  for  the benefit of creditors, composition, marshaling of assets for
creditors,  or  other, similar arrangement in respect of its creditors generally
or  any  substantial  portion  of  its creditors; undertaken under U.S. federal,
state  or  foreign  law,  including  the  Bankruptcy  Code.

"Intellectual  Property  Assignments"  means, collectively, those certain patent
security  agreements and trademark agreements duly executed and delivered by the
Company  and  certain  Subsidiaries  in  favor  of the Collateral Agent, for the
benefit  of  itself  and  the  Guaranteed Creditors, as the same may be amended,
supplemented  or  otherwise  modified  from  time  to  time.

"Intercompany  Indebtedness"  means  Indebtedness of the Company, any Subsidiary
Borrower  or  any  of  their  respective  Subsidiaries which, in the case of any
Borrower,  is  owing to any Subsidiary of any Borrower and which, in the case of
any  Subsidiary  of any Borrower, is owing to any Borrower or any of their other
Subsidiaries.

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

"Investments"  has  the  meaning  specified  in  Section  8.04.

"IRS"  means  the  Internal  Revenue  Service,  and  any  Governmental Authority
succeeding  to  any  of  its  principal  functions  under  the  Code.

"Irregular Items" means, with respect to any period of determination, losses (or
income) from irregular charges incurred by the Company and its Subsidiaries on a
consolidated  basis  after  determination  of EBITDA and equity (or income) from
joint  ventures  and  before determination of Net Income (excluding, however any
charges  or  losses  of up to $2,000,000 in the aggregate incurred in connection
with  the severance of employment of Joseph A. Seher), in each case with respect
to  discontinued  operations,  extraordinary  items, unusual losses (and gains),
changes  in  accounting  principles  or  changes  in estimates, and in each case
determined  in  accordance  with  GAAP.

"Issuance  Date"  has  the  meaning  specified  in  Section  3.01(a).

"Issue"  means,  with respect to any Letter of Credit, to issue or to extend the
expiry of, or to renew or increase the amount of, such Letter of Credit; and the
terms  "Issued,"  "Issuing"  and  "Issuance"  have  corresponding  meanings.

"Issuing  Lender"  means B of A in its capacity as issuer of one or more Letters
of  Credit  hereunder,  together  with  any  replacement letter of credit issuer
arising  under  Section  10.01(b)  or  Section  10.09.

"Joint  Venture"  means  a  single-purpose  corporation,  partnership,  limited
liability  company,  joint  venture  or other similar legal arrangement (whether
created  by  contract  or  conducted  through  a  separate  legal entity) now or
hereafter  formed  by the Company or any of its Subsidiaries with another Person
in  order  to  conduct  a  common  venture  or  enterprise  with  such  Person.

"Judgment  Currency"  has  the  meaning  specified  in  Section  11.18.

"L/C  Advance"  means each Revolving Lender's participation in any L/C Borrowing
in  accordance  with  its  Pro  Rata  Share.

"L/C  Amendment  Application"  means  an  application  form  for  amendment  of
outstanding  standby or commercial documentary letters of credit as shall at any
time  be  in  use  at  the  Issuing Lender, as the Issuing Lender shall request.

"L/C  Application"  means  an  application  form  for  issuances  of  standby or
commercial  documentary  letters of credit as shall at any time be in use at the
Issuing  Lender,  as  the  Issuing  Lender  shall  request.

"L/C  Borrowing" means an extension of credit resulting from a drawing under any
Letter  of Credit which shall not have been reimbursed on the date when made nor
converted  into  a  Borrowing  of  Revolving  Loans  under  Section  3.03(c).

"L/C  Commitment"  means  the commitment of the Issuing Lender to Issue, and the
commitment  of  the  Revolving  Lenders  severally to participate in, Letters of
Credit  from  time  to  time  Issued  or  outstanding  under  Article III, in an
aggregate  amount  not  to  exceed on any date the amount of $15,000,000, as the
same  shall be reduced as a result of a reduction in the L/C Commitment pursuant
to  Section  2.08;  provided  that the L/C Commitment is a part of the Available
Commitments,  rather  than  a  separate,  independent  commitment.

"L/C  Obligations" means at any time the sum of (a) the aggregate undrawn amount
of  all  Letters  of  Credit  then  outstanding,  plus  (b)  the  amount  of all
unreimbursed drawings under all Letters of Credit, including all outstanding L/C
Borrowings.

"L/C-Related  Documents"  means the Letters of Credit, the L/C Applications, the
L/C  Amendment  Applications  and  any  other document relating to any Letter of
Credit, including any of the Issuing Lender's standard form documents for letter
of  credit  issuances.

"Lender"  has  the  meaning  specified  in  the  introductory  clause  hereto.
References  to  the "Lenders" shall include B of A, including in its capacity as
Issuing Lender, and the Canadian Revolving Lender; for purposes of clarification
only,  to  the  extent that B of A or the Canadian Revolving Lender may have any
rights  or  obligations in addition to those of the Lenders due to its status as
Issuing  Lender  or Canadian Revolving Lender, as the case may be, its status as
such  will  be  specifically  referenced.

"Letters  of  Credit"  means  any letter of credit that is Issued by the Issuing
Lender  pursuant  to  Article  III.

"Lien"  means  any  security  interest,  mortgage,  deed  of  trust,  pledge,
hypothecation,  assignment,  charge  or  deposit  arrangement, encumbrance, lien
(statutory  or  other)  or  preferential  arrangement  of  any  kind  or  nature
whatsoever in respect of any property (including those created by, arising under
or  evidenced  by  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, or the filing of
any financing statement naming the owner of the asset to which such lien relates
as  debtor,  under  the  Uniform  Commercial Code or any comparable law) and any
contingent or other agreement to provide any of the foregoing, but not including
the  interest  of  a  lessor  under  an  operating  lease.

"Loan"  means an extension of credit by a Lender to a Credit Party under Article
II  or  Article  III  in the form of a Revolving Loan, Swing Line Loan, Canadian
Revolving  Loan  or  L/C  Borrowing.

"Loan Documents" means this Agreement, any Notes, the L/C-Related Documents, the
Collateral Documents, the ING Intercreditor Agreement, the Warrant Documents and
all other documents delivered to the Agent or any Lender in connection herewith.

"Majority Lenders" means, at any time, Lenders then holding in excess of 66 2/3%
of  the  then aggregate unpaid principal amount of the Loans, or if no Loans are
outstanding, Lenders then having in excess of 66 2/3% of the aggregate amount of
the  Commitments.

"Margin  Stock"  means "margin stock" as such term is defined in Regulation T, U
or  X  of  the  FRB.

"Material  Adverse Effect" means (a) a material adverse change in, or a material
adverse  effect upon, the operations, business, properties, condition (financial
or  otherwise)  or  prospects of the Company or the Company and its Subsidiaries
taken as a whole; (b) a material impairment of the ability of the Company or any
Subsidiary to perform under any Loan Document and to avoid any Event of Default;
or  (c) a material adverse effect upon the legality, validity, binding effect or
enforceability  against  the  Company  or  any  Subsidiary of any Loan Document.

"Mexican  Borrower"  means  ABC-NACO  Latino  America,  S.A.  de  C.V. (formerly
ABC-NACO  de  Mexico  S.A.  de  C.V.),  a  Mexican  corporation.

"Mexican  Subsidiaries"  means,  collectively,  the  Mexican  Borrower, ABC-NACO
Servicios  Ferroviarios,  S.A.  de C.V., a Mexican corporation, Comercializadora
National  Castings,  S.A.  de  C.V., a Mexican corporation, National Castings de
Mexico,  S.A.  de  C.V., a Mexican corporation, and Servicios National Castings,
S.A.  de  C.V.,  a  Mexican  corporation.

"Mexican  Subsidiary Guaranty" means that certain Guaranty, dated as of February
19, 1999 by the Mexican Subsidiaries in favor of the Collateral Agent, on behalf
of  the  Agent  and  the  Lenders,  as  the same may be amended, supplemented or
otherwise  modified  from  time  to  time.

"Mexican  Subsidiary  Loan  Sublimit"  means  $5,000,000.

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

"Multiemployer Plan" means a "multiemployer plan," within the meaning of Section
4001(a)(3)  of  ERISA,  to  which  the  Company or any ERISA Affiliate makes, is
making,  or  is  obligated  to make contributions or, during the preceding three
calendar  years,  has  made,  or  been  obligated  to  make,  contributions.

"Mortgages"  means  those  certain  mortgages  and  deeds of trusts executed and
delivered  by  the  Company  and certain Subsidiaries in favor of the Collateral
Agent,  on  behalf  of  the  Agent  and the Lenders, as the same may be amended,
supplemented  or  otherwise  modified  from  time  to  time.

"Net  Income" shall mean for any period, the net income (or loss) of the Company
and  its  Subsidiaries on a consolidated basis for such period taken as a single
accounting  period determined in conformity with GAAP, provided that there shall
be  excluded (i) the income (or loss) of any entity accrued prior to the date it
becomes  a  Subsidiary of the Company or is merged into or consolidated with the
Company  or any Subsidiary or on which its assets are acquired by the Company or
any Subsidiary of the Company, (ii) the net income (loss) of any Person which is
not  a  consolidated  Subsidiary  except  to  the  extent  of the amount of cash
dividends  or  distributions paid to the Company or to a consolidated Subsidiary
of  the  Company  and  (iii)  the income of any Subsidiary of the Company to the
extent  that the declaration or payment of dividends or similar distributions by
that  Subsidiary of that income is not at the time permitted by operation of the
terms  of  its  charter  or  any agreement, instrument, judgment, decree, order,
statute,  rule  or  governmental  regulation  applicable  to  that  Subsidiary.

"Net  Proceeds"  means (a) with respect to any sale of property or collection of
the  proceeds  of  any  tax  refund,  the sum of cash or readily marketable cash
equivalents  received (including by way of a cash generating sale or discounting
of  a  note or receivable, but excluding any other consideration received in the
form of assumption by the acquiring Person of debt or other obligations relating
to  the  properties  or  assets so disposed of or received in any other non-cash
form)  therefrom,  whether  at the time of such sale or collection or subsequent
thereto,  or  (b)  with  respect  to  any  sale  or  issuance  of equity or debt
securities  of  the  Company  or any Subsidiary, cash or readily marketable cash
equivalents  received (but excluding any other non-cash form) therefrom, whether
at  the time of such sale or issuance or subsequent thereto, net, in the case of
either  clause  (a)  or (b), of all out-of-pocket legal, title and recording tax
expenses,  commissions  and  other fees and all out-of-pocket costs and expenses
incurred and all federal, state, local and other taxes required to be accrued as
a  liability  as  a  consequence  of  such  transactions.

"Note"  means  a  promissory  note  executed by the Company, Mexican Borrower or
Canadian  Borrower  in  favor  of  a  Lender  pursuant  to  Section  2.02,  in
substantially  the  form  of  Exhibit  G-1  or G-2 or G-3 or G-4, as applicable.

"Notice  of  Borrowing"  means  a notice in substantially the form of Exhibit A.

"Notice  of  Canadian  Revolving  Loan  Refunding"  has the meaning specified in
Section  2.05(b)(i).

"Obligations" means all advances, debts, liabilities, obligations, covenants and
duties  arising under any Loan Document owing by any Credit Party to any Lender,
the  Agent,  the  Collateral Agent, or any Indemnified Person, whether direct or
indirect  (including  those acquired by assignment), absolute or contingent, due
or  to  become  due,  now  existing  or  hereafter  arising.

"Organization Documents" means, for any corporation, the certificate or articles
of  incorporation,  the  bylaws,  any certificate of determination or instrument
relating  to  the  rights  of  preferred  shareholders  of such corporation, any
shareholder  rights  agreement,  and  all applicable resolutions of the board of
directors  (or  any  committee  thereof)  of  such  corporation.

"Other  Taxes"  means any present or future stamp, court or documentary taxes or
any  other  excise or property taxes, charges or similar levies which arise from
any  payment  made  hereunder  or  from  the  execution,  delivery, performance,
enforcement  or registration of, or otherwise with respect to, this Agreement or
any  other  Loan  Documents.

"Participant"  has  the  meaning  specified  in  Section  11.08(d).

"PBGC"  means  the  Pension  Benefit  Guaranty  Corporation, or any Governmental
Authority  succeeding  to  any  of  its  principal  functions  under  ERISA.

"Pension  Plan"  means  a  pension  plan  (as  defined in Section 3(2) of ERISA)
subject  to Title IV of ERISA which the Company sponsors, maintains, or to which
it  makes, is making, or is obligated to make contributions, or in the case of a
multiple  employer  plan  (as  described  in  Section 4064(a) of ERISA) has made
contributions  at any time during the immediately preceding five (5) plan years.

"Permitted  Foreign  Subsidiary  Indebtedness"  has  the  meaning  specified in
Section  8.05(f).

"Permitted  Liens"  has  the  meaning  specified  in  Section  8.01.

"Permitted  Swap Obligations" means all obligations (contingent or otherwise) of
the  Company  or any Subsidiary existing or arising under Swap Contracts entered
into  prior to the date hereof and listed on Schedule 1.01-B, provided that each
of  the  following  criteria  is  satisfied:  (a) such obligations are (or were)
entered  into  by such Person in the ordinary course of business for the purpose
of  directly mitigating risks associated with liabilities, commitments or assets
held  or  reasonably  anticipated  by  such  Person,  or changes in the value of
securities  issued  by  such  Person in conjunction with a securities repurchase
program  not otherwise prohibited hereunder, and not for purposes of speculation
or  taking  a  "market  view"  and  (b)  such  Swap Contracts do not contain any
provision  ("walk-away" provision) exonerating the non-defaulting party from its
obligation to make payments on outstanding transactions to the defaulting party.

"Person"  means  an  individual,  partnership,  corporation,  limited  liability
company, business trust, joint stock company, trust, unincorporated association,
joint  venture  or  Governmental  Authority.
"Plan"  means  an  employee  benefit  plan (as defined in Section 3(3) of ERISA)
which  the  Company  sponsors  or  maintains  or  to which the Company makes, is
making,  or  is  obligated  to make contributions and includes any Pension Plan.
"Pledge  Agreements"  means,  collectively, those certain pledge agreement, duly
executed  and delivered by each of the Company and certain Subsidiaries pledging
the stock of its Subsidiaries to the Collateral Agent, for the benefit of itself
and  Guaranteed Creditors, as the same may be amended, supplemented or otherwise
modified  from  time  to  time.
"Pledged Collateral" has the meaning specified in the relevant Pledge Agreement.

"Projections"  has  the  meaning  specified  in  Section  6.11(b).

"Property"  means  any  interest in any kind of property or asset, whether real,
personal  or  mixed,  and  whether  tangible  or  intangible.

"Pro  Rata  Share" means, as to any Revolving Lender at any time, the percentage
equivalent  (expressed as a decimal, rounded to the ninth decimal place) at such
time  of  such Revolving Lender's Commitment divided by the combined Commitments
of  all  Revolving  Lenders,  or,  if the Commitments have been terminated, such
Lender's  outstanding  Loans  and  L/C  Obligations  divided  by  the  combined
outstanding  Loans  and  L/C  Obligations  of  the  Revolving  Lenders.

"Released  Claims"  has  the  meaning  specified  in  Section  11.21.

"Releases"  has  the  meaning  specified  in  Section  11.21.

"Reportable  Event"  means,  any  of  the events set forth in Section 4043(c) of
ERISA  or  the  regulations  thereunder, other than any such event for which the
30-day  notice  requirement under ERISA has been waived in regulations issued by
the  PBGC.

"Requirement  of  Law"  means,  as to any Person, any law (statutory or common),
treaty,  rule  or  regulation  or  determination  of  an  arbitrator  or  of  a
Governmental Authority, in each case applicable to or binding upon the Person or
any  of  its  property or to which the Person or any of its property is subject.

"Responsible  Officer"  means  the  chief  executive officer, the president, the
executive  vice  president-treasury,  corporate  development  and secretary, the
executive  vice  president  and  chief  administrative  officer or the corporate
treasurer  of  the  Company,  or any other officer having substantially the same
authority  and  responsibility;  or,  with  respect to compliance with financial
covenants,  the  vice  president  and  chief accounting officer or the corporate
treasurer  of  the  Company,  or any other officer having substantially the same
authority  and  responsibility.

"Restructuring  Documents"  means,  collectively, this Agreement, the other Loan
Documents,  the  ING  Loan  Agreement, the Series C Preferred Agreement, the ING
Intercreditor  Agreement,  the  Flow  Sale  Agreement,  the  Series  B  Exchange
Agreement  and  each agreement, document, instrument described in such agreement
and to be executed or delivered on the Closing Date pursuant to such agreements.

"Restructuring  Transactions"  means  (i)  the  restatement and amendment of the
Existing Credit Agreement pursuant to the terms and conditions of this Agreement
and  the  execution  and  delivery  of  each  of  the other Loan Documents being
executed  and  delivered  on  the Closing Date, (ii) the funding of the ING Loan
pursuant  to  the  terms  and  conditions  of  the ING Loan Agreement, (iii) the
execution  and  delivery  of  the  Series  C  Preferred  Agreement,  (iv)  the
consummation  of  the Flow Sale pursuant to the terms and conditions of the Flow
Sale  Agreement  and (iv) the exchange of the Company's Series B Preferred Stock
for  the  Company's Series B-1 Preferred Stock pursuant to the Series B Exchange
Agreement.

"Revolving  Lenders" means each of the Lenders other than the Canadian Revolving
Lender.

"Revolving  Loan"  has  the  meaning  specified  in  Section  2.01.

"S&P"  means  Standard  &  Poor's  Ratings  Group, a division of the McGraw-Hill
Companies,  Inc.  or  any  successor  thereto.

"Scheduled  Commitment  Reduction"  has the meaning specified in Section 2.8(b).

"SEC"  means  the  Securities  and  Exchange  Commission,  or  any  Governmental
Authority  succeeding  to  any  of  its  principal  functions.

"Security  Agreements"  means,  collectively,  those certain security agreements
executed  and delivered by each of the Company and certain Subsidiaries in favor
of the Collateral Agent, for the benefit of itself and the Guaranteed Creditors,
as  the  same  may  be  amended, supplemented or otherwise modified from time to
time.

"Series  B Exchange Agreement" that certain Exchange Agreement dated as of April
17,  2001  among  the  Company  and the holders of the Series B Preferred Stock.

"Series  B  Preferred Stock" means the Company's Series B Cumulative Convertible
Preferred  Stock.

"Series  B-1  Preferred  Stock"  means  the  Company's  Series  B-1  Cumulative
Convertible  Participating  Preferred  Stock.

"Series C Preferred Agreement" has the meaning specified in the recitals to this
Agreement.

"Series  C  Preferred  Stock" means the Company's Series C Convertible Preferred
Stock.

"Solvent"  means, when used with respect to a Person, that (a) the fair saleable
value  of  the  assets  of  such  Person is in excess of the total amount of the
present  value of its liabilities (including for purposes of this definition all
liabilities  (including  loss reserves as determined by such Person), whether or
not  reflected  on  a balance sheet prepared in accordance with GAAP and whether
direct  or  indirect,  fixed  or  contingent,  secured or unsecured, disputed or
undisputed),  (b)  such  Person  is  able to pay its debts or obligations in the
ordinary  course  as  they mature and (c) such Person does not have unreasonably
small  capital  to  carry  out  its  business as conducted and as proposed to be
conducted.  "Solvency"  shall  have  a  correlative  meaning.

"Spot  Rate" for a currency means the rate quoted by B of A as the spot rate for
the  purchase  by  B  of A of such currency with another currency through its FX
Trading  Office  at approximately 8:00 a.m. (San Francisco time) on the date two
Business  Days prior to the date as of which the foreign exchange computation is
made.

"SubDebt" Consent  Solicitation"  means  the  Company's  written  request of the
trustee  and  holders of notes under the Subordinated Debt Indenture of a waiver
of  any  and  all  existing violations by the Company of its financial covenants
under  such indenture for the periods ended December 31, 2000 and March 31, 2001
and an amendment with respect to such financial covenants for subsequent periods
during 2001 and 2002 to the extent the Projections indicate that a material risk
of  noncompliance  with  respect  to  any  such  financial covenants during such
periods  may  occur.

"Subordinated  Debt"  means  all Indebtedness evidenced by the Subordinated Debt
Indenture  and  the  related  notes  issued  thereunder  and all interest, fees,
premiums,  redemption,  rescission  claims and other amounts among thereunder or
with  respect  thereto.

"Subordinated  Debt  Indenture" means that certain Indenture dated as of January
15,  1997  between the Company (formerly known as ABC Rail Products Corporation)
and U.S. Bank National Association (as successor trustee to First Trust National
Association,  formerly  First  Trust  of  Illinois,  National  Association),  as
trustee,  as  amended  and  supplemented  by  that  certain  First  Supplemental
Indenture  dated  as  of  January  15,  1997,  that  certain Second Supplemental
Indenture  dated  as  of  December  1,  1997,  that  certain  Third Supplemental
Indenture  dated as of September, 2000, that certain Officer's Certificate dated
as  of  January  29,  1997 with respect to the Company's 10% Senior Subordinated
Notes,  Series  A,  Due 2004, and that certain Officer's Certificate dated as of
December  17,  1997 with respect to the Company's 10% Senior Subordinated Notes,
Series  B,  Due  2004.

"Subsidiary"  of  a  Person  means  any  corporation,  association, partnership,
limited  liability company, joint venture or other business entity of which more
than 50% of the voting stock, membership interests or other equity interests (in
the case of Persons other than corporations), is owned or controlled directly or
indirectly by the Person, or one or more of the Subsidiaries of the Person, or a
combination  thereof.  Unless the context otherwise clearly requires, references
herein  to  a  "Subsidiary"  refer  to  a  Subsidiary  of  the  Company.

"Subsidiary  Borrower"  means  either  of Mexican Borrower or Canadian Borrower.

"Subsidiary Guaranty" means those certain guaranties duly executed and delivered
by  the Guarantors in favor of the Agent, on behalf of the Guaranteed Creditors,
as  the  same  may  be  amended, supplemented or otherwise modified from time to
time.

"Surety  Instruments"  means  all  letters  of  credit  (including  standby  and
documentary),  banker's  acceptances,  bank  guaranties,  shipside bonds, surety
bonds  and  similar  instruments.

"Swap  Contract" means any agreement, whether or not in writing, relating to any
transaction that is a rate swap, basis swap, forward rate transaction, commodity
swap,  commodity  option,  equity  or equity index swap or option, bond, note or
bill  option,  interest  rate option, forward foreign exchange transaction, cap,
collar  or floor transaction, currency swap, cross-currency rate swap, swaption,
currency option or any other, similar transaction (including any option to enter
into  any of the foregoing) or any combination of the foregoing, and, unless the
context  otherwise  clearly  requires,  any  master  agreement  relating  to  or
governing  any  or  all  of  the  foregoing.

"Swap  Termination  Value"  means, in respect of any one or more Swap Contracts,
after  taking  into  account  the  effect  of  any  legally  enforceable netting
agreement relating to such Swap Contracts, (a) for any date on or after the date
such  Swap Contracts have been closed out and termination value(s) determined in
accordance  therewith,  such termination value(s), and (b) for any date prior to
the date referenced in clause (a) the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined by the Company based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer  in  such  Swap  Contracts  (which  may  include  any  Lender).

"Swing  Line  Commitment"  means  at  any time, the obligation of the Swing Line
Lender  to  make  Swing  Line  Loans  pursuant  to  Section  2.04.

"Swing  Line Lender" means B of A, in its capacity as provider of the Swing Line
Loans.

"Swing  Line  Loan"  means  a  Loan  made  by  the  Swing  Line  Lender.

"Swing  Line  Note" means a promissory note in substantially the form of Exhibit
G-4.

"Swing  Line  Rate"  means, at any time, for each Swing Line Loan, the Base Rate
plus  the  Applicable  Margin  in  respect  of  Base  Rate  Loans.

"Taxes" means any and all present or future taxes, levies, assessments, imposts,
duties,  deductions,  fees, withholdings or similar charges, and all liabilities
with  respect  thereto,  excluding,  in  the  case of each Lender and the Agent,
respectively, taxes imposed on or measured by its net income by the jurisdiction
(or  any  political  subdivision thereof) under the laws of which such Lender or
the  Agent,  as  the  case  may  be, is organized or maintains a Lending Office.

"Termination  Date"  means  the  earlier  to  occur  of:
(a)     January  5,  2003;  and
(b)     the  date  on  which  the  Commitments  terminate in accordance with the
        provisions  of  this  Agreement.

"Unfunded  Pension  Liability"  means  the  excess  of  a  Plan's  benefit
liabilities  under  Section 4001(a)(16) of ERISA, over the current value of that
Plan's  assets,  determined  in accordance with the assumptions used for funding
the  Pension  Plan  pursuant  to Section 412 of the Code for the applicable plan
year.

"Uniform  Commercial  Code" means the Uniform Commercial Code, as in effect from
time  to  time  in  the  relevant  jurisdiction.

"United  States"  and  "U.S."  each  means  the  United  States  of  America.

"Warrant  Documents"  means that certain Warrant Purchase Agreement of even date
herewith  among  the  Company,  the Agent and the Lenders, together with each of
those certain Warrants to Purchase Common Stock issued thereunder by the Company
to  each  of  the  Lenders, that certain Registration Rights Agreement, and that
certain  Tag-Along  Rights  Agreement,  in  each case, executed and delivered in
connection  therewith  and as the same may be amended, supplemented or otherwise
modified  from  time  to  time.

"Wholly-Owned  Subsidiary"  means  any  corporation,  association,  partnership,
limited  liability  company,  joint  venture  or  other business entity in which
(other  than  directors'  qualifying  shares required by law) 100% of the equity
interests  of  each  class  having ordinary voting power, and 100% of the equity
interests  of  every  other  class,  in  each  case, at the time as of which any
determination  is  being  made,  is  owned,  beneficially  and of record, by the
Company,  or  by  one  or  more of the other Wholly-Owned Subsidiaries, or both.

"Wholly-Owned  Domestic  Subsidiary" and "Wholly-Owned Foreign Subsidiary" shall
have  correlative  meanings.

1.02     Other  Interpretive  Provisions.

(a)     The  meanings  of  defined  terms  are  equally  applicable  to the
singular  and  plural  forms  of  the  defined  terms.

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

(c)     (i)     The  term  "documents"  includes  any  and  all  instruments,
documents,  agreements,  certificates,  indentures,  notices and other writings,
however  evidenced.

(ii)     The  term "including" is not limiting and means "including without
limitation."

(iii)     In the computation of periods of time from a specified date to a later
specified  date,  the word "from" means "from and including"; the words "to" and
"until"  each  mean  "to  but  excluding",  and the word "through" means "to and
including."

(iv)     The  term  "property"  includes  any  kind  of property or asset, real,
personal  or  mixed,  tangible  or  intangible.

(d)     Unless  otherwise  expressly  provided  herein,  (i)  references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are not prohibited by
the terms of any Loan Document, and (ii) references to any statute or regulation
are  to  be  construed  as  including  all  statutory  and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting the statute or
regulation.

(e)     The  captions  and  headings  of  this  Agreement are for convenience of
reference  only  and  shall  not  affect  the  interpretation of this Agreement.

(f)     This  Agreement  and  other  Loan  Documents  may  use several different
limitations, tests or measurements to regulate the same or similar matters.  All
such  limitations,  tests  and  measurements  are  cumulative  and shall each be
performed  in accordance with their terms.  Unless otherwise expressly provided,
any  reference  to  any  action  of  the Agent or the Lenders by way of consent,
approval  or  waiver  shall  be deemed modified by the phrase "in its/their sole
discretion."

(g)     This  Agreement  and  the  other  Loan  Documents  are  the  result  of
negotiations  among  and have been reviewed by counsel to the Agent, the Company
and  the  other parties, and are the products of all parties.  Accordingly, they
shall  not  be  construed against the Lenders or the Agent merely because of the
Agent's  or  the  Lenders'  involvement  in  their  preparation.

1.03     Accounting  Principles.

(a)     Unless the context otherwise clearly requires, all accounting terms
not  expressly defined herein shall be construed, and all financial computations
required  under  this  Agreement  shall  be  made,  in  accordance  with  GAAP,
consistently  applied  in  accordance  with  past  practices.

(b)     References  herein  to  "fiscal year" and "fiscal quarter" refer to such
fiscal  periods  of  the  Company.

(c)     In  the  event  that  any  changes  in GAAP occur after the date of this
Agreement  and  such  changes  result  in  a material variation in the method of
calculation  of  financial  covenants or other terms of this Agreement, then the
Company,  the  Agent  and  the  Lenders  agree  to amend such provisions of this
Agreement  so  as  to  equitably  reflect  such changes so that the criteria for
evaluating the Company's financial condition will be the same after such changes
as  if  such  changes  had  not  occurred.

1.04     Currency  Equivalents  Generally.  For  all  purposes  of  this
Agreement  (but  not for purposes of the preparation of any financial statements
delivered  pursuant  hereto), the equivalent in Canadian Dollars of an amount in
Dollars,  and  the equivalent in Dollars of an amount in Canadian Dollars, shall
be  determined  at  the  Spot  Rate.

1.05     Restatement and Amendment; Effect.

(a)  Upon the effectiveness of this
Agreement  pursuant  to  Section 5.01, this Agreement shall amend and restate in
its  entirety  the  Existing  Credit  Agreement,  and  all  "Loans," "Letters of
Credit,"  "L/C  Obligations,"  interest,  fees,  reimbursement claims, indemnity
claims,  and other "Obligations" under the Existing Credit Agreement (as each of
such  terms  are defined therein) shall constitute Loans, Letters of Credit, L/C
Obligations  and  Obligations  under  and as defined in this Agreement.  Without
limiting  the  foregoing,  none of such Obligations shall be deemed to have been
repaid  or  refinanced  pursuant to this Agreement upon the effectiveness hereof
nor  shall  such  effectiveness  be  deemed  to  effect  a  novation  thereof.

(b)     All  interest  and  fees  which  are  accrued  and unpaid under the
Existing Credit Agreement as of the effectiveness of this Agreement shall be due
and  payable on the next due date for interest and fees, as applicable, pursuant
to  the  terms  of  this  Agreement.  Notwithstanding  anything  herein  to  the
contrary,  all  "Offshore Rate Loans" which are outstanding under and defined in
the Existing Credit Agreement as of the effectiveness of this Agreement, if any,
shall automatically convert into Base Rate Loans pursuant to this Agreement upon
the  expiration of each applicable "Interest Period" (as defined in the Existing
Credit  Agreement) which is pending with respect to such Loans as of the Closing
Date  and  shall  remain  subject  to  the terms of Section 4.04 of the Existing
Credit  Agreement  until  the  time  of  such  conversion.

1.06     Waiver  of  Existing Defaults.  Effective upon the satisfaction of
each  of  the  conditions  set forth in Section 5.01, each of the Lenders hereby
waives  each  of  the  Existing  Defaults  under  the Existing Credit Agreement.
Notwithstanding such waiver, no waiver is being hereby given with respect to any
Event  of  Default  or Default under and as defined in this Agreement whether or
based  upon  the same or similar events or conditions giving use to the Existing
Defaults.
                                   ARTICLE II

                                   THE CREDITS

2.01     Amounts and Terms of Commitments.  Each Revolving Lender severally
agrees,  on  the  terms  and  conditions  set forth herein, to make loans to the
Company  or  to  the  Mexican Borrower denominated in Dollars (each such loan, a
"Revolving  Loan")  from time to time on any Business Day during the period from
the  Closing  Date  to  the  Termination  Date, in an aggregate principal Dollar
Equivalent  amount  not  to  exceed at any time outstanding the amount set forth
opposite  such  Lender's  name on Schedule 2.01 (such amount, as the same may be
reduced  pursuant  to  the  terms  hereof, the Lender's "Commitment"); provided,
however,  that,  after  giving  effect  to  any  Borrowing  of  Revolving  Loans
(exclusive  of  Revolving  Loans  which  are  repaid  with  the proceeds of, and
simultaneously  with  the  incurrence of, the respective incurrence of Revolving
Loans),  the  Effective Amount of all outstanding Loans and the Effective Amount
of  all  L/C  Obligations  shall  not  at any time exceed the combined Available
Commitments  or  Available Commitment, respectively (and the Effective Amount of
the Revolving Loans of any Lender plus such Revolving Lender's Pro Rata Share of
the  Effective  Amount of all Canadian Revolving Loans plus the participation of
such Lender in the Effective Amount of all L/C Obligations shall not at any time
exceed  such  Lender's  Available  Commitment  as may be reduced pursuant to the
terms  hereof);  provided  further  that,  the  Mexican  Borrower  shall only be
permitted  to  make  borrowings  of  Revolving  Loans denominated in Dollars not
exceeding  the  Mexican  Subsidiary  Loan  Sublimit.  Within  the limits of each
Revolving  Lender's  combined  Available  Commitments  or  Available Commitment,
respectively,  and  subject  to  the  other  terms  and  conditions  hereof, the
Borrowers  may  borrow  under  this Section 2.01, prepay under Section 2.07, and
reborrow  under  this  Section  2.01.

2.02     Loan  Accounts;  Notes.

(a)     The  Loans  made by each Lender and the Letters of Credit Issued by
the  Issuing  Lender  shall  be  evidenced  by  one  or more accounts or records
maintained by such Lender or Issuing Lender, as the case may be, in the ordinary
course  of  business.  The loan accounts or records maintained by the Agent, the
Issuing  Lender  and each Lender shall be presumed correct absent manifest error
of  the  amount  of the Loans made by the Lenders to the applicable Borrower and
the  Letters  of  Credit Issued for the account of the Company, and the interest
and  payments  thereon.  Any failure so to record or any error in doing so shall
not,  however,  limit or otherwise affect the obligation of the Company, Mexican
Borrower  or Canadian Borrower hereunder to pay any amount owing with respect to
the  Loans  or  any  Letter  of  Credit.

(b)     Upon the request of any Lender made through the Agent, the Loans made by
such  Lender may be evidenced by one or more Notes, instead of or in addition to
loan  accounts.  Each  such  Lender shall record on the schedules annexed to its
Note(s) the date, amount and maturity of each Loan made by it and the amount and
Applicable Currency of each payment of principal made by the applicable Borrower
with  respect  thereto.  Each  such  Lender  is  irrevocably  authorized  by the
applicable  Borrower  to make such recordations on its Note(s) and each Lender's
record  shall be presumed correct absent manifest error; provided, however, that
the  failure of a Lender to make, or an error in making, a notation thereon with
respect  to  any Loan shall not limit or otherwise affect the obligations of the
applicable  Borrower  hereunder  or  under  any  such  Note  to  such  Lender.

(c)     On the Closing Date, the Company shall execute and deliver in favor
of  each Lender a substitute and amended Note in the form of Exhibit G-1 hereto,
the  Mexican  Borrower  shall  execute  and  deliver  in  favor of each Lender a
substitute  and  amended  Note  in  the form of Exhibit G-2 hereto, the Canadian
Borrower  shall  execute and deliver in favor of the Canadian Revolving Lender a
substitute  and  amended Note in the form of Exhibit G-3 hereto, and the Company
shall  execute  and  deliver  in favor of the Swing Line Lender a substitute and
amended  Note  in  the  form  of  Exhibit  G-4 hereto.  Each such substitute and
amended Note shall replace the respective Notes held by the Lenders prior to the
Closing  Date  pursuant  to  the  Existing  Credit  Agreement.  Such issuance of
substitute  and  amended  Notes  hereunder  shall  not  constitute or evidence a
refinancing  or  novation  of  the  indebtedness  theretofore  evidenced by such
previous  Notes,  but  merely  a  modification  and replacement of such previous
Notes.  Promptly  following  its  receipt  of  such substitute and amended Notes
hereunder and the satisfaction of the conditions set forth in Section 5.01, each
Lender  shall  deliver  to  the Agent each previous Note it held pursuant to the
Existing  Credit Agreement and, upon the Agent's receipt of such previous Notes,
the  Agent  shall  mark such Notes as "substituted and amended" and shall return
each  such  previous  Note  to  the  Company.

2.03     Procedure  for  Borrowing  by the Company or the Mexican Borrower.

(a)     Each  Borrowing  by the Company or the Mexican Borrower (other than
an  L/C  Borrowing)  shall  be  made upon the Company's (acting on behalf of the
applicable  Borrower)  irrevocable  written notice delivered to the Agent in the
form  of a Notice of Borrowing, which notice must be received by the Agent prior
to  11:00  a.m.  (Chicago  time)  on  the  date of the requested Borrowing Date,
specifying:

(i)     the amount of the Borrowing, which shall be in an aggregate minimum
amount  of  $1,000,000,  or  any  multiple  of  $100,000  in excess thereof; and

(ii)     the  requested  Borrowing  Date,  which  shall  be  a  Business  Day.

(b)     Each Revolving Lender will make the amount of its Pro Rata Share of
each Borrowing available to the Agent for the account of the applicable Borrower
at  the Agent's Payment Office on the Borrowing Date requested by the applicable
Borrower  in  immediately  available  funds  by  2:00  p.m. (Chicago time).  The
proceeds  of  all  such  Loans will promptly thereafter be made available to the
applicable  Borrower by the Agent at such office by crediting the account of the
Borrower on the books of B of A with the aggregate of the amounts made available
to  the  Agent  by  the  Lenders  and  in  like  funds as received by the Agent.

(c)     The  Borrowers  hereby  authorize  the  Lenders  and the Agent to accept
Notices  of  Borrowing based on telephonic notices made by any person or persons
the  Agent  or  any  Lender in good faith believes to be acting on behalf of the
applicable  Borrowers.  The Company or the applicable Borrower agrees to deliver
promptly  to  the Agent a written confirmation of each telephonic notice, signed
by a Responsible Officer or an authorized designee.  If the written confirmation
differs  in  any  material  respect  from  the action taken by the Agent and the
Lenders,  the  records of the Agent and the Lenders shall govern absent manifest
error.

2.04     The  Swing  Line  Loans.

(a)     Subject  to  the terms and conditions hereof, the Swing Line Lender
agrees  to make Swing Line Loans to the Company denominated in Dollars from time
to  time  prior  to the Termination Date in an aggregate principal amount at any
one  time  outstanding  not to exceed $20,000,000 (the "Swing Line Commitment");
provided,  that  after  giving effect to any such Swing Line Loan, the Effective
Amount  of  all  Loans,  Swing  Line  Loans  and the Effective Amount of all L/C
Obligations at such time would not exceed the aggregate Available Commitments of
all of the Lenders at such time.  Prior to the Termination Date, the Company may
use  the  Swing  Line Commitment by borrowing, prepaying the Swing Line Loans in
whole  or  in  part,  and  reborrowing,  all  in  accordance  with the terms and
conditions  hereof.  All  Swing Line Loans shall bear interest at the Swing Line
Rate.

(b)     The  Company  may borrow under the Swing Line Commitment on any Business
Day  until the Termination Date; provided, that the Company shall give the Swing
Line  Lender  irrevocable  written  notice signed by a Responsible Officer or an
authorized  designee  (which  notice  must  be received by the Swing Line Lender
prior  to  12:00  p.m.  (Chicago  time)) with a copy to the Agent specifying the
amount  of  the requested Swing Line Loan, which shall be in a minimum amount of
$100,000 or a whole multiple of $100,000 in excess thereof.  The proceeds of the
Swing  Line  Loan will be made available by the Swing Line Lender to the Company
in  immediately  available  funds at the office of the Swing Line Lender by 1:00
p.m. (Chicago time) on the date of such notice.  The Company may at any time and
from  time  to  time,  prepay the Swing Line Loans, in whole or in part, without
premium  or  penalty,  by  notifying  the  Swing Line Lender prior to 11:00 a.m.
(Chicago  time)  on any Business Day of the date and amount of prepayment with a
copy  to  the  Agent.  If any such notice is given, the amount specified in such
notice  shall  be  due  and  payable  on  the  date  specified therein.  Partial
prepayments  shall  be  in  an aggregate principal amount of $100,000 or a whole
multiple  of  $100,000  in  excess  thereof.

(c)     If  any  Swing Line Loan shall remain outstanding at 11:00 a.m. (Chicago
time) on the fifth Business Day following the date of such Swing Line Loan or on
the  last Business Day of the month of such Swing Line Loan, and if by such time
on  such  Business  Day  the  Agent  shall have received neither (i) a Notice of
Borrowing  delivered  by  the  Company  pursuant to Section 2.03 requesting that
Revolving  Loans  be made pursuant to Section 2.01 on the immediately succeeding
Business  Day  in an amount at least equal to the principal amount of such Swing
Line  Loan  nor  (ii)  any other notice satisfactory to the Agent indicating the
Company's  intent  to  repay  such  Swing Line Loan on or before the immediately
succeeding  Business  Day  with  funds obtained from other sources, then on such
Business Day the Swing Line Lender shall (and on any Business Day the Swing Line
Lender  in  its  sole  discretion  may),  on behalf of the Company (which hereby
irrevocably  directs  the  Swing  Line  Lender to act on its behalf) request the
Agent  to  notify  each  Revolving  Lender to make a Base Rate Loan in an amount
equal  to  such  Revolving  Lender's Pro Rata Share of (A) in the case of such a
request which is required to be made, the amount of the relevant Swing Line Loan
and  (B)  in  the  case of such a discretionary request, the aggregate principal
amount  of  the  Swing  Line Loans outstanding on the date such notice is given;
provided, that absent notice by the Company to the contrary by such time on such
fifth Business Day, the Company shall be deemed to have requested, at the end of
such five Business Day period, that each outstanding Swing Line Loan be extended
for  an  additional  period  of  five  Business  Days, so long as the conditions
specified  in  Section  5.02  would  be  satisfied at the beginning of each such
additional  period,  treating  each such extension as if it were the making of a
new Loan.  Unless any of the events described in subsection 9.01(f) or (g) shall
have  occurred  with  respect  to  the Company (in which event the procedures of
paragraph (e) of this Section 2.04 shall apply) each Revolving Lender shall make
the proceeds of its Revolving Loan available to the Agent for the account of the
Swing  Line  Lender at the Agent's Payment Office in funds immediately available
prior  to  1:00 p.m. (Chicago time) on the Business Day next succeeding the date
such notice is given.  The proceeds of such Revolving Loans shall be immediately
applied  to  repay  the outstanding Swing Line Loans.  Effective on the day such
Revolving  Loans  are made, the portion of the Swing Line Loans so paid shall no
longer  be  outstanding as Swing Line Loans and shall no longer be due under the
Swing  Line  Note.  The  Company  shall  pay  to the Swing Line Lender, promptly
following  the  Swing  Line Lender's demand, the amount of its outstanding Swing
Line  Loans  to  the  extent amounts received from the Revolving Lenders are not
sufficient  to  repay  in  full  such  outstanding  Swing  Line  Loans.

(d)     Notwithstanding  anything  herein to the contrary, the Swing Line Lender
(i)  shall  not  be  obligated to make any Swing Line Loan if the conditions set
forth in Article V have not been satisfied and (ii) shall not make any requested
Swing  Line  Loan  if,  prior  to  noon  (Chicago  time)  on the day immediately
preceding  the date of such requested Swing Line Loan, it has received a written
notice  from  the Agent or any Revolving Lender directing it not to make further
Swing  Line  Loans  because one or more of the conditions specified in Article V
are  not  then  satisfied.

(e)     If  prior  to  the  making  of  a  Revolving Loan required to be made by
Section  2.04(c)  an Event of Default described in subsection 9.01(f) or 9.01(g)
shall  have  occurred  and  be  continuing  with  respect  to  the Company, each
Revolving  Lender  will,  on  the date such Revolving Loan was to have been made
pursuant  to  the  notice  described  in  Section 2.04(c), purchase an undivided
participating interest in the outstanding Swing Line Loans in an amount equal to
its  Pro  Rata  Share of the aggregate principal amount of Swing Line Loans then
outstanding.  Each  Revolving  Lender will immediately transfer to the Agent for
the benefit of the Swing Line Lender, in immediately available funds, the amount
of  its  participation.

(f)     Whenever,  at  any  time  after  a  Revolving  Lender  has  purchased  a
participating  interest in a Swing Line Loan, the Swing Line Lender receives any
payment  on  account thereof, the Swing Line Lender will distribute to the Agent
for  delivery to each Revolving Lender its participating interest in such amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of  time  during  which  such  Revolving  Lender's  participating  interest  was
outstanding  and funded); provided, however, that in the event that such payment
received  by  the  Swing  Line Lender is required to be returned, such Revolving
Lender  will  return  to  the  Agent  for  delivery to the Swing Line Lender any
portion  thereof previously distributed by the Agent or the Swing Line Lender to
it.

(g)     Each  Lender's  obligation  to  make  the Revolving Loans referred to in
subsection  2.04(c)  and  to  purchase  participating  interests  pursuant  to
subsection 2.04(e) shall be absolute and unconditional and shall not be affected
by any circumstance, including without limitation (i) any set-off, counterclaim,
recoupment,  defense  or  other right which such Revolving Lender or the Company
may  have against the Swing Line Lender, the Company or any other Person for any
reason  whatsoever,  (ii) the occurrence or continuance of a Default or an Event
of  Default,  (iii) any adverse change in the condition (financial or otherwise)
of  the Company, (iv) any breach of this Agreement or any other Loan Document by
the  Company, any Subsidiary or any other Lender, or (v) any other circumstance,
happening  or  event whatsoever, whether or not similar to any of the foregoing.

2.05     Canadian  Revolving  Loans.

(a)     Subject  to  the  terms  and  conditions hereof and to the specific
provisions  set  forth  on  Schedule  2.05 hereto, the Canadian Revolving Lender
agrees  to  make  loans  or  other extensions of credit to the Canadian Borrower
denominated  in  Dollars  or  Canadian  Dollars  (each such loan or extension of
credit,  a "Canadian Revolving Loan") from time to time prior to the Termination
Date,  in an aggregate principal Effective Amount at any time outstanding not to
exceed  the  Canadian  Subsidiary  Loan Sublimit; provided, however, that, after
giving  effect  to any such Canadian Revolving Loans (exclusive of the Effective
Amount  of  Canadian  Revolving Loans which are repaid with the proceeds of, and
simultaneously  with  the  incurrence  of, the respective incurrence of Canadian
Revolving  Loans),  the  Effective  Amount  of  all  outstanding  Loans  and the
Effective  Amount  of  all  L/C  Obligations  shall  not  at any time exceed the
combined  Available  Commitments  of  the  Revolving  Lenders.

(b)  (i)     If  any  Event of Default under Section 9.01(a), 9.01(f) or 9.01(g)
shall  occur  and  be continuing, the Canadian Revolving Lender may, in its sole
and absolute discretion, direct that the Canadian Revolving Loans owing to it be
refunded  by delivering a notice (with such detail as the Agent shall request, a
"Notice  of  Canadian  Revolving Loan Refunding") to the Agent.  Upon receipt of
such notice, the Agent shall (A) promptly give notice of the contents thereof to
the  Revolving  Lenders  and,  unless  an  Event of Default described in Section
9.01(f)  or  9.01(g) shall have occurred, to each Borrower and (B) calculate the
Dollar  Equivalent  Amount  of  the  aggregate  principal amount of the Canadian
Revolving  Loans  outstanding  as  of the date the Agent received such Notice of
Canadian  Revolving  Loan  Refunding (the "Dollar Refunding Amount").  Each such
Notice  of  Canadian  Revolving  Loan  Refunding  shall  be deemed to constitute
delivery  of  a notice to the Agent requesting each Revolving Lender to purchase
an  undivided participating interest in the outstanding Canadian Revolving Loans
whereupon  each  Revolving  Lender  shall  purchase  an  undivided participating
interest  in  the  outstanding  Canadian  Revolving Loans in a Dollar Equivalent
Amount  equal  to  such  Revolving  Lender's  Pro  Rata  Share  of the aggregate
principal  amount of such Canadian Revolving Loans.  Each Revolving Lender shall
immediately  transfer to the Canadian Revolving Lender, in immediately available
funds,  the  amount  of  its participation.  From and after the date of any such
purchase  of any participating interests, the Agent will act as Collateral Agent
in  respect  of  the  Collateral  securing  the Canadian Revolving Loans for the
benefit  of  each  Lender  who  has  purchased  such  a  participating interest.

(ii)     Whenever,  at  any  time  after a Revolving Lender has purchased a
participating  interest  in  a  Canadian  Revolving Loan, the Canadian Revolving
Lender  receives  any  payment on account thereof, the Canadian Revolving Lender
will  distribute  to  the  Agent  for  delivery  to  each  Revolving  Lender its
participating  interest  in  such amount (appropriately adjusted, in the case of
interest  payments,  to  reflect  the period of time during which such Revolving
Lender's  participating interest was outstanding and funded); provided, however,
that in the event that such payment received by the Canadian Revolving Lender is
required  to  be  returned,  such  Revolving Lender will return to the Agent for
delivery  to  the  Canadian  Revolving  Lender  any  portion  thereof previously
distributed  by  the  Agent  or  the  Canadian  Revolving  Lender  to  it.

(iii)     Each  Revolving  Lender's  obligation  to  purchase  the participating
interests  referred  to  in  subsection  2.05(b)(ii)  shall  be  absolute  and
unconditional  and shall not be affected by any circumstance, including, without
limitation,  (i)  any  set-off, counterclaim, recoupment, defense or other right
which  such  Revolving  Lender  or  the  Company  may  have against the Canadian
Revolving  Lender,  the  Company  or any other Person for any reason whatsoever,
(ii)  the  occurrence  or continuance of a Default or an Event of Default, (iii)
any  adverse  change  in  the condition (financial or otherwise) of the Company,
(iv) any breach of this Agreement or any other Loan Document by the Company, any
Subsidiary  or  any  other  Lender,  or (v) any other circumstance, happening or
event  whatsoever,  whether  or  not  similar  to  any  of  the  foregoing.

2.06     Voluntary  Termination or Reduction of Available Commitments.  The
Company  may,  upon not less than one Business Days' prior written notice to the
Agent,  terminate  the Available Commitments or permanently reduce the Available
Commitments  by  an  aggregate  minimum  amount of $1,000,000 or any multiple of
$1,000,000  in  excess  thereof;  unless, after giving effect thereto and to any
prepayments  of Revolving Loans made on the effective date thereof, (a) the then
outstanding  Dollar Equivalent Effective Amount of all Loans and L/C Obligations
together  would  exceed the amount of the combined Available Commitments then in
effect,  (b)  the Effective Amount of all L/C Obligations then outstanding would
exceed  the  L/C  Commitment, (c) the Effective Amount of all Revolving Loans to
Mexican  Borrower  would  exceed the Mexican Subsidiary Loan Sublimit or (d) the
Effective  Amount  of  all  Canadian  Revolving Loans to Canadian Borrower would
exceed  the  Canadian Subsidiary Loan Sublimit.  Once reduced in accordance with
this  Section,  the  Available  Commitments  as so reduced may not be increased.
Absent  notice  as  set  forth  in this Section 2.06, no voluntary prepayment of
Loans  shall permanently reduce the Available Commitments.  Any reduction of the
Available  Commitments shall be applied to each Lender according to its Pro Rata
Share.  If  and  to  the  extent  specified  by the Company in the notice to the
Agent,  some or all of the reduction in the combined Available Commitments shall
be  applied  to  reduce  the  L/C  Commitment and/or the Mexican Subsidiary Loan
Sublimit  and/or  the  Canadian  Subsidiary Loan Sublimit (with, in such case, a
copy  of  such notice to the Canadian Revolving Lender).   All accrued Available
Commitment  fees  and letter of credit fees to, but not including, the effective
date  of any reduction or termination of the Available Commitments shall be paid
on  the  effective  date  of  such  reduction  or  termination.

2.07     Prepayments.

(a)     Without  premium  or  penalty,  the Company or the Mexican Borrower
may,  at  any time or from time to time, by 11:00 a.m. (Chicago time) on the day
of  such  prepayment  in  the  case  of  Base Rate Loans, prepay Revolving Loans
ratably  among  the  Lenders  in  whole  or in part in minimum Dollar Equivalent
amounts  of  $1,000,000, or any Dollar Equivalent multiple of $100,000 in excess
thereof.  Such  notice  of prepayment shall specify the applicable Borrower, the
date  and  amount  of  such  prepayment.  Such  notice  shall  not thereafter be
revocable  by  the  applicable Borrower, and the Agent will promptly notify each
Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of
such  prepayment.  If  such  notice  is given by a Borrower, such Borrower shall
make  such  prepayment  and the payment amount specified in such notice shall be
due and payable on the date specified therein, together with accrued interest to
each  such  date  on  the  amount  prepaid.

(b)     If on any day the Agent shall have determined that the Dollar Equivalent
Effective  Amount  of all Loans and L/C Obligations then outstanding exceeds the
combined  Available  Commitments  of  the  Lenders,  then  the  Borrower  shall
immediately,  and without notice or demand, make prepayments of Loans such that,
after  giving  effect to all such prepayments, the Effective Amount of all Loans
plus  the  Effective  Amount  of  L/C  Obligations  does not exceed the combined
Available  Commitments.

(c)     If  on  any date the Effective Amount of L/C Obligations exceeds the L/C
Commitment,  the  Company  shall Cash Collateralize on such date the outstanding
Letters  of  Credit  in an amount equal to the excess of the maximum amount then
available  to  be drawn under the Letters of Credit over the L/C Commitment.  If
on  any date after giving effect to any Cash Collateralization made on such date
pursuant  to the preceding sentence, the Effective Amount of all Revolving Loans
then  outstanding  plus  the Effective Amount of all L/C Obligations exceeds the
combined  Available  Commitments,  the  Company  shall  immediately, and without
notice or demand, prepay the outstanding principal amount of the Revolving Loans
and  L/C  Advances  by  an  amount  equal  to  the  applicable  excess.

(d)     If  on  any  day (a "Computation Date") the Canadian Revolving Lender or
the  Agent  shall have determined that the Dollar Equivalent Effective Amount of
all  Canadian  Revolving  Loans then outstanding exceeds the Canadian Subsidiary
Loan  Sublimit by more than 2% of the Canadian Subsidiary Loan Sublimit due to a
change  in applicable rates of exchange between Dollars and the Canadian Dollar,
then  the Canadian Revolving Lender may in its sole discretion require the Agent
to, or the Agent in its own discretion may, give notice to the Canadian Borrower
that  a  prepayment is required under this section, and Canadian Borrower agrees
thereupon  to  immediately  make  a  prepayment of Canadian Revolving Loans such
that,  after  giving effect to all such prepayments, the Effective Amount of all
Canadian  Revolving Loans does not exceed the Canadian Subsidiary Loan Sublimit.

(e)     On  the Business Day of its receipt of the proceeds from the sale of any
property  of  the  Company  or  any  Subsidiary, its receipt of any insurance or
condemnation  proceeds  with  respect  to  any  property  of  the Company or any
Subsidiary,  or  the receipt of the proceeds of any tax refund by the Company or
any  Subsidiary, the Company shall prepay the Revolving Loans in an amount equal
to  100%  of  the  Net  Proceeds  realized  upon  any  such receipt of proceeds;
provided, however, that (i) no such prepayment shall be required with respect to
sales of inventory in the ordinary course of the Company's and the Subsidiaries'
business  (other  than  bulk  sales  of  inventory or sales of scrap or obsolete
inventory),  (ii)  no  such  prepayment  shall be required with respect to up to
$1,500,000  in gross consideration after the Closing Date from sales of obsolete
equipment  and  scrap  inventory,  (iii) the proceeds from the collection of the
Signal  Division  receivables,  the  Signal  Division sale escrow, and any other
payments received by the Company or its Subsidiaries with respect to its sale of
the Signal Division, in each case pursuant to or in connection with that certain
Stock  Purchase  Agreement  dated  as  of  February  23, 2001 among the Company,
ABC-NACO  Rail  Systems Inc., Track Holding Inc. and Balfour Beatty, Inc., shall
result in required prepayments under this subsection in accordance with Schedule
2.07(e),  (iv)  the  Company  shall  prepay the Revolving Loans in the amount of
$15,500,000  concurrently  with  the  consummation  of the Flow Sale, and (v) no
prepayment  shall  be required with respect to proceeds of casualty insurance if
the Company shall have notified the Agent within 30 days of the casualty that it
intends  to repair or rebuild the property subject to such casualty, the Company
shall  have  provided  the  Agent within 90 days of the casualty with a detailed
plan  (including actual contractor's bids and specifications) for such repair or
rebuilding,  the  Company  or  affected  Subsidiary  shall  have  in  good faith
proceeded  and continue to proceed, diligently with such plan, the Company shall
present  all invoices for the expenses of such plan prior to making any payments
with  respect  to  such  plan,  and  such  repair  or rebuilding shall have been
substantially  completed  within  120  days of such casualty.  Concurrently with
each  prepayment  of  the  Revolving Loans pursuant to this Section 2.07(e), the
Available  Commitments  shall  be  permanently reduced by the required amount of
such  prepayment  and,  in  addition, the Scheduled Commitment Reduction(s) next
succeeding  the  date  of such prepayment shall be reduced by the amount of such
prepayment;  provided, however, that upon the consummation of the Flow Sale, the
Commitments shall be reduced to $156,500,000 and no additional adjustment to the
Scheduled  Commitment  Reductions  shall  be made concurrently with such sale at
such  time.  Notwithstanding  the foregoing, if, following the Closing Date, any
additional  payments are made to or on behalf of the Company or its Subsidiaries
pursuant  to  the  Flow  Sale Agreement, the Company shall thereupon immediately
prepay  the  Revolving  Loans,  and the Available Commitments shall be thereupon
permanently  reduced,  in  amounts  equal  to  such  payments  pursuant  to this
subsection  as  if  the  Company had received Net Proceeds from an asset sale in
such  amounts.  Each  such prepayment and reduction of the Available Commitments
and  Scheduled  Commitment  Reductions  shall  be  allocated  ratably  among the
Revolving  Lenders  in  accordance  with  their respective Pro Rata Shares.  The
Company shall use its best efforts to notify the Agent and each Revolving Lender
of  each transaction giving rise to any required prepayment hereunder as soon as
practicable  and  in  no  event  later  than  ten (10) Business Days before such
transaction  is  consummated.

(f)     On  the  Business Day of its receipt by the Company or any Subsidiary of
the  proceeds  from  the  sale  or issuance of any equity securities (including,
without limitation, the issuance of options, warrants or convertible securities,
and  the  issuance  of  equity securities upon the exercise or conversion of any
such  options,  warrants or convertible securities) or issuance or incurrence of
Indebtedness for borrowed money, the Company shall prepay the Revolving Loans in
an  amount  equal  to  100%  of  the  Net Proceeds realized upon such receipt of
proceeds;  provided, however, that (i) no such prepayment shall be required with
respect  to the issuance or incurrence of the ING Loan on the Closing Date, (ii)
no  such  prepayment  shall be required with respect to the issuance of Series C
Preferred  Stock  pursuant to the Series C Preferred Agreement to the extent the
proceeds  of  such  issuance are used to repay in full the outstanding principal
balance  of  the ING Loan on the date of such issuance, (iii) no such prepayment
shall  be  required with respect to the issuance by the Company of stock options
to  the  Company's  management,  or  the  exercise of such options, provided the
aggregate  Net  Proceeds  received by the Company and its Subsidiaries after the
Closing  Date  with  respect to such options does not exceed $1,000,000, no such
prepayment  shall  be  required  with  respect  to  any  cashless  exercise  or
cancellation  of  stock  options,  or with respect to any cashless conversion of
Series  B  Preferred  Stock,  Series  B-1 Preferred Stock, or Series C Preferred
Stock  in  any  case into common stock, (v) no such prepayment shall be required
with  respect  to  the  issuance  or  incurrence of Indebtedness permitted under
clause  (d)  or  (e)  of  Section  8.05 hereof, (vi) no such prepayment shall be
required  with  respect  to the issuance of any warrants pursuant to the Warrant
Documents,  (vii)  no  such  prepayment  shall  be  required with respect to the
issuance  of  Series  B-1  Preferred  Stock  pursuant  to  the Series B Exchange
Agreement  and  (viii)  the  Company  shall prepay the Revolving Loans an amount
equal  to  the  greater  of  the  Bancomer  Prepayment Amount and 50% of the Net
Proceeds  of  Bancomer  Financing.  Concurrently  with  each  prepayment  of the
Revolving  Loans  pursuant  to  this  Section 2.07(f), the Available Commitments
shall  be  permanently reduced by the required amount of such prepayment and, in
addition, the Scheduled Commitment Reduction(s) next succeeding the date of such
prepayment  shall  be  reduced  by  the  amount  of  such prepayment.  Each such
prepayment  and  reduction of the Available Commitments and Scheduled Commitment
Reductions  shall be allocated ratably among the Revolving Lenders in accordance
with  their  respective Pro Rata Shares.  The Company shall use its best efforts
to notify the Agent and each Revolving Lender of each transaction giving rise to
any  required  prepayment hereunder as soon as practicable and in no event later
than  ten  (10)  Business  Days  before  such  transaction  is  consummated.

(g)     On  April  15,  2002 (or such earlier date on which the Company delivers
pursuant  to  Section  7.01(a) its annual financial statements to the Agent with
respect  to the Company fiscal year ending December 31, 2001), the Company shall
prepay the Revolving Loans in an amount equal to 70% of Excess Cash Flow for its
fiscal  year  ended  December  31, 2001.  On the forty-fifth (45th) calendar day
immediately following the end of each of the Company's Fiscal Quarters ending on
or  after  March  31,  2002  (or, with respect to any such Fiscal Quarters, such
earlier  date  on  which  the  Company  delivers  pursuant  Section  7.01(b) its
quarterly  financial  statements  to  the  Agent  with  respect  to  such Fiscal
Quarter), the Company shall prepay the Revolving Loans in an amount equal to 70%
of  Excess  Cash  Flow  for  such  Fiscal  Quarter ended. Concurrently with each
prepayment  of  the  Revolving  Loans  pursuant  to  this  Section  2.07(g), the
Available  Commitments  shall  be  permanently reduced by the required amount of
such  prepayment  and,  in  addition, the Scheduled Commitment Reduction(s) next
succeeding  the  date  of such prepayment shall be reduced by the amount of such
prepayment.  Each such prepayment and reduction of the Available Commitments and
Scheduled  Commitment  Reductions shall be allocated ratably among the Revolving
Lenders  in  accordance  with  their  respective  Pro  Rata  Shares.

2.08     Repayments  and  Scheduled  Commitment  Reductions.

(a)     The Borrowers shall repay to the Lenders in full on the Termination
Date  the  aggregate  principal  amount  of  their  respective  Loans  and other
obligations  outstanding  on  such  date.

(b)     Notwithstanding  anything  to the contrary herein and independent of any
other  obligation  to  make  any  reduction  of  the  Commitments, the aggregate
Commitments  shall  be permanently reduced on the following dates by the amounts
set forth opposite such date, as such amounts may be reduced pursuant to Section
2.07  (each,  a  "Scheduled  Commitment  Reduction").

                                      Scheduled
                            Date     Commitment Reduction
                           12/31/01     $   4,500,000
                            4/15/02     $   2,000,000
                            1/5/03      $ 150,000,000.

(c)     Concurrently  with  each  Scheduled  Commitment Reduction, the
Company  shall  prepay  the  Revolving  Loans  the  extent the Dollar Equivalent
Effective Amount of the aggregate outstanding principal balance of all Loans and
L/C  Obligations  exceeds  the  Available Commitment after giving effect to such
Scheduled  Commitment  Reduction.

(d)     Each  reduction  of  the  Commitments  pursuant to clause (b) above
shall  be  applied  to each Lender in accordance with its Pro Rata Share and the
Commitments  once  reduced  may  not  be  increased.

2.09     Interest.

(a)     Each Revolving Loan and Canadian Revolving Loan shall bear interest
on  the  outstanding principal amount thereof from the applicable Borrowing Date
at  a  rate  per  annum  equal  to  the  Base  Rate, plus the Applicable Margin.

(b)     Interest  on each Loan shall be paid in arrears on each Interest Payment
Date;  provided,  however,  that  during  the existence of any Event of Default,
interest  shall  be additionally paid by the Company upon demand by the Agent at
the  request  or  with  the  consent  of  the  Majority  Lenders.

(c)     Notwithstanding  Section  2.09(a),  while any Event of Default exists or
after acceleration, the applicable Borrower shall pay interest (after as well as
before  entry  of  judgment  thereon  to  the  extent  permitted  by law) on the
principal  amount  of  all outstanding Obligations, at a rate per annum which is
determined by adding 2% per annum to the applicable interest rate otherwise then
in  effect  for  such  Loans.

(d)     Anything herein to the contrary notwithstanding, the obligations of each
Borrower  to  any  Lender  hereunder  shall  be  subject  to the limitation that
payments  of interest shall not be required for any period for which interest is
computed  hereunder, to the extent (but only to the extent) that contracting for
or  receiving such payment by such Lender would be contrary to the provisions of
any law applicable to such Lender limiting the highest rate of interest that may
be  lawfully  contracted  for,  charged  or received by such Lender, and in such
event  applicable  Borrower  shall  pay such Lender interest at the highest rate
permitted  by  applicable  law.

2.10     Fees.  In  addition  to  certain  fees  described in Section 3.08:

(a)     Restructuring  Fees.  The  Company  shall  pay to the Agent for the
benefit  of the Lenders and to be allocated ratably in accordance with their Pro
Rata  Shares, a restructuring fee in the amount of $1,500,000, $750,000 of which
shall be due and payable on the Closing Date and the remaining $750,000 of which
shall  due  and  payable on the earlier of January 5, 2003 and the date on which
the  Obligations  are  otherwise required to be or are voluntarily paid in full.
All of such fees shall be payable in immediately available funds and, regardless
of  the  due  dates  thereof, shall be fully-earned and non-refundable as of the
Closing  Date.

(b)     Agency  Fees.  The  Company  shall pay to the Agent, for the Agent's own
account,  agent's  fees  (i)  on the Closing Date, in the amount of $150,000 and
(ii)  on  February  1,  2002  (or such earlier date on which the obligations are
otherwise  required  to  be  or  are voluntarily paid in full), in the amount of
$200,000.  All of such fees shall be payable in immediately available funds and,
regardless of the due dates thereof, shall be fully-earned and non-refundable as
of  the  Closing  Date.

(c)     Commitment  Fees.  The Company shall pay to the Agent for the account of
each  Revolving  Lender a commitment fee ("Commitment Fee") on the average daily
unused  portion  of  such  Lender's  Commitment  computed  on a monthly basis in
arrears  on  the  last  Business Day of each calendar month based upon the daily
utilization  for  such month as calculated by the Agent, in an amount calculated
at  a  per  annum  rate of 0.60%.  For purposes of calculating utilization under
this  Section,  the  Commitments  shall  be  deemed  used  to  the extent of the
Effective  Amount  of Revolving Loans then outstanding plus the Effective Amount
of  L/C Obligations then outstanding and shall not be deemed used by a Revolving
Lender's  Pro  Rata Share of Swing Line Loans or Canadian Revolving Loans.  Such
commitment  fee  shall  accrue from the Closing Date to the Termination Date and
shall  be  due  and  payable monthly in arrears on the last Business Day of each
calendar  month  through the Termination Date, with the final payment to be made
on  the  Termination  Date;  provided  that, in connection with any reduction or
termination of Commitments, the accrued commitment fee calculated for the period
ending  on  such  date  shall  also  be  paid  on  the date of such reduction or
termination, with the following monthly payment being calculated on the basis of
the period from such reduction or termination date to such monthly payment date.
The commitment fees provided in this Section shall accrue at all times after the
above-mentioned  commencement  date,  including  at any time during which one or
more  conditions  in  Article  V  are  not  met.

2.11     Computation  of  Fees  and  Interest.
(a)     All  computations  of interest shall be made on the basis of a year
of  365  or 366 days, as the case may be, and actual days elapsed.  Interest and
fees  shall  accrue  during  each  period during which interest or such fees are
computed  from  the  first  day  thereof  to  the  last  day  thereof.

(b)     For  purposes  of determining utilization of each Lender's Commitment in
order  to  calculate the Commitment Fee due under Section 2.11(c), the amount of
any  outstanding  Canadian  Revolving  Loan  shall  be determined based upon the
Dollar  Equivalent amount as of the most recent Computation Date with respect to
such  Canadian  Revolving  Loan.

(c)     Each  determination of an interest rate or a Dollar Equivalent amount by
the  Agent shall be conclusive and binding on the Company and the Lenders in the
absence  of manifest error. The Agent will, at the request of the Company or any
Lender,  deliver  to  the Company or the Lender, as the case may be, a statement
showing  the  quotations  used  by the Agent in determining any interest rate or
Dollar  Equivalent  amount.
2.12     Payments  by  the  Borrowers.

(a)     All  payments  to  be  made  by  any Borrower shall be made without
set-off, recoupment or counterclaim.  Except for payments required to be made to
the  Canadian  Revolving  Lender  or as otherwise expressly provided herein, all
payments  by  any  Borrower  shall  be  made to the Agent for the account of the
Lenders  at  the  Agent's  Payment  Office,  and,  with respect to principal of,
interest on, and any other amounts relating to, any Canadian Revolving Loan made
in  Canadian  Dollars shall be paid in Canadian Dollars and, with respect to all
other  amounts payable hereunder, shall be made in Dollars.  Such payments shall
be  made  in  immediately  available  funds,  and  (i)  in  the case of Canadian
Revolving Loans, no later than such time on the dates specified herein as may be
determined by the Agent or the Canadian Revolving Lender, as the case may be, to
be  necessary  for  such  payment to be credited on such date in accordance with
normal  banking  procedures in the place of payment, and (ii) in the case of any
Dollar  payments,  no later than 11:00 a.m. (Chicago time) on the date specified
herein.  The  Agent  will  promptly  distribute to each Revolving Lender its Pro
Rata  Share  (or  other  applicable  share as expressly provided herein) of such
principal,  interest,  fees  or  other  amounts, in like funds as received.  Any
payment  which  is received by the Agent later than 11:00 a.m. (Chicago time) or
by  the  Canadian  Revolving Lender later than 11:00 a.m. (Toronto time), as the
case  may  be,  or  later  than  the time specified by the Agent or the Canadian
Revolving  Lender  as  provided  in  clause  (i)  above (in the case of Canadian
Revolving  Loans),  shall  be  deemed  to  have  been  received on the following
Business  Day  and  any  applicable  interest  or  fee shall continue to accrue.

(b)     Unless  the  Agent receives notice from the applicable Borrower prior to
the  date on which any payment is due to the Lenders that such Borrower will not
make  such  payment in full as and when required, the Agent may assume that such
Borrower  has made such payment in full to the Agent on such date in immediately
available  funds  and  the Agent may (but shall not be so required), in reliance
upon such assumption, distribute to each Lender on such due date an amount equal
to  the amount then due such Lender.  If and to the extent such Borrower has not
made  such payment in full to the Agent, each Lender shall repay to the Agent on
demand such amount distributed to such Lender, together with interest thereon at
the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the
Overnight  Rate,  for  each day from the date such amount is distributed to such
Lender  until  the  date  repaid.

2.13     Payments  by  the  Lenders  to  the  Agent.

(a)     Unless  the  Agent receives notice from a Lender on or prior to the
Closing  Date or, with respect to any Borrowing after the Closing Date, at least
one  Business Day prior to the date of such Borrowing, that such Lender will not
make  available  as  and when required hereunder to the Agent for the account of
the  applicable  Borrower  the  amount  of  that  Lender's Pro Rata Share of the
Borrowing,  the Agent may assume that each Lender has made such amount available
to  the Agent in immediately available funds on the Borrowing Date and the Agent
may  (but  shall  not  be  so  required), in reliance upon such assumption, make
available  to  the  applicable Borrower on such date a corresponding amount.  If
and  to  the  extent any Lender shall not have made its full amount available to
the Agent in immediately available funds and the Agent in such circumstances has
made  available to the applicable Borrower such amount, that Lender shall on the
Business  Day  following  such  Borrowing Date make such amount available to the
Agent, together with interest at the Federal Funds Rate for each day during such
period.  A  notice  of the Agent submitted to any Lender with respect to amounts
owing  under this Section 2.13(a) shall be conclusive absent manifest error.  If
such  amount  is  so  made available, such payment to the Agent shall constitute
such  Lender's Loan on the date of Borrowing for all purposes of this Agreement.
If  such  unfunded amount is not made available to the Agent on the Business Day
following  the  Borrowing  Date,  the  Agent will promptly notify the applicable
Borrower  of  such failure to fund and, upon demand by the Agent, the applicable
Borrower  shall  pay  such unfunded amount to the Agent for the Agent's account,
together  with  interest  thereon  for  each  day elapsed since the date of such
Borrowing, at a rate per annum equal to the interest rate applicable at the time
to  the  Loans  comprising  such  Borrowing.

(b)     The  failure  of any Lender to make any Loan on any Borrowing Date shall
not  relieve any other Lender of any obligation hereunder to make a Loan on such
Borrowing  Date, but no Lender shall be responsible for the failure of any other
Lender  to  make the Loan to be made by such other Lender on any Borrowing Date.

2.14     Sharing  of  Payments,  Etc.  If, other than as expressly provided
elsewhere herein, any Revolving Lender shall obtain on account of the Loans made
by  it  any payment (whether voluntary, involuntary, through the exercise of any
right  of  set-off, or otherwise) in excess of its ratable share (or other share
contemplated  hereunder),  such Lender shall immediately (a) notify the Agent of
such fact, and (b) purchase from the other Revolving Lenders such participations
in  the Loans made by them as shall be necessary to cause such purchasing Lender
to  share the excess payment pro rata with each of them; provided, however, that
if  all  or  any portion of such excess payment is thereafter recovered from the
purchasing  Lender,  such  purchase  shall  to that extent be rescinded and each
other  Lender  shall  repay  to  the  purchasing  Lender the purchase price paid
therefor,  together  with  an amount equal to such paying Lender's ratable share
(according  to the proportion of (i) the amount of such paying Lender's required
repayment  to  (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of  the  total  amount  so  recovered.  Each  Borrower agrees that any Lender so
purchasing  a  participation  from  another  Lender  may,  to the fullest extent
permitted  by  law,  exercise  all its rights of payment (including the right of
set-off,  but  subject  to  Section 11.10) with respect to such participation as
fully  as  if such Lender were the direct creditor of the applicable Borrower in
the  amount  of such participation.  The Agent will keep records (which shall be
presumed correct and binding in the absence of manifest error) of participations
purchased  under this Section and will in each case notify the Lenders following
any  such  purchases  or  repayments.

                                   ARTICLE III

                              THE LETTERS OF CREDIT

3.01     The  Letter  of  Credit  Subfacility.

(a)     On the terms and conditions set forth herein (i) the Issuing Lender
agrees,  (A)  from  time  to time on any Business Day during the period from the
Closing  Date  to  the  day  which is five days prior to the Termination Date to
issue  Letters  of  Credit  denominated  in  Dollars or Canadian Dollars for the
account  of  the  Company,  and  to  amend or renew Letters of Credit previously
issued  by  it,  in  accordance  with Sections 3.02(c) and (d), and (B) to honor
conforming  drafts  under  the Letters of Credit; and (ii) the Revolving Lenders
severally  agree  to  participate in Letters of Credit Issued for the account of
the  Company; provided, that the Issuing Lender shall not be obligated to Issue,
and  no  Revolving  Lender  shall  be obligated to participate in, any Letter of
Credit  if  as  of  the date of Issuance of such Letter of Credit (the "Issuance
Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount
of  all  Loans exceeds the combined Available Commitments, (2) the participation
of  any Lender in the Effective Amount of all L/C Obligations plus the Effective
Amount  of  the Revolving Loans of such Lender plus such Lender's Pro Rata Share
of the Effective Amount of all outstanding Canadian Revolving Loans exceeds such
Lender's  Available  Commitment  or, (3) the Effective Amount of L/C Obligations
exceeds  the  L/C  Commitment.  Within  the foregoing limits, and subject to the
other  terms  and  conditions hereof, the Company's ability to obtain Letters of
Credit  shall  be fully revolving, and, accordingly, the Company may, during the
foregoing  period,  obtain  Letters of Credit to replace Letters of Credit which
have  expired  or  which  have  been  drawn  upon  and  reimbursed.

(b)     The  Issuing Lender is under no obligation to Issue any Letter of Credit
if:

(i)     any  order,  judgment  or  decree  of any Governmental Authority or
arbitrator  shall  by its terms purport to enjoin or restrain the Issuing Lender
from  Issuing such Letter of Credit, or any Requirement of Law applicable to the
Issuing  Lender  or any request or directive (whether or not having the force of
law)  from  any Governmental Authority with jurisdiction over the Issuing Lender
shall prohibit, or request that the Issuing Lender refrain from, the Issuance of
letters  of  credit  generally  or  such Letter of Credit in particular or shall
impose  upon  the  Issuing  Lender  with  respect  to  such Letter of Credit any
restriction, reserve or capital requirement (for which the Issuing Lender is not
otherwise  compensated  hereunder)  not  in effect on the Closing Date, or shall
impose  upon the Issuing Lender any unreimbursed loss, cost or expense which was
not  applicable  on  the Closing Date and which the Issuing Lender in good faith
deems  material  to  it;

(ii)     the  Issuing  Lender  has  received written notice from any Lender, the
Agent  or  the  Company,  on or prior to the Business Day prior to the requested
date  of  Issuance  of such Letter of Credit, that one or more of the applicable
conditions  contained  in  Article  V  is  not  then  satisfied;

(iii)     the  expiry  date  of  any  requested  Letter  of  Credit is after the
Termination  Date,  unless  the  Company  has  Cash  Collateralized, in form and
substance  satisfactory  to  the  Issuing Lender, its L/C Obligations under such
Letter  of  Credit  on  or  prior  to the date of the Issuance of such Letter of
Credit;

(iv)     any  requested  Letter of Credit does not provide for drafts, or is not
otherwise  in  form  and  substance  acceptable  to  the  Issuing Lender, or the
Issuance  of  a  Letter  of  Credit shall violate any applicable policies of the
Issuing  Lender;  or

(v)     such Letter of Credit is in a face amount less than $25,000, unless such
lesser  amount  is  approved  by  the  Agent  and  the  Issuing  Lender.

3.02     Issuance,  Amendment  and  Renewal  of  Letters  of  Credit.

(a)     Each  Letter of Credit shall be issued upon the irrevocable written
request  of  the Company received by the Issuing Lender (with a copy sent by the
Company  to  the Agent) at least three days (or such shorter time as the Issuing
Lender  may  agree in a particular instance in its sole discretion) prior to the
proposed date of issuance.  Each such request for issuance of a Letter of Credit
shall be by facsimile, confirmed immediately in an original writing, in the form
of  an L/C Application, and shall specify in form and detail satisfactory to the
Issuing Lender: (i) the proposed date of issuance of the Letter of Credit (which
shall  be  a  Business Day); (ii) the face amount of the Letter of Credit; (iii)
the  expiry  date  of  the  Letter  of  Credit; (iv) the name and address of the
beneficiary thereof; (v) the documents to be presented by the beneficiary of the
Letter  of  Credit  in case of any drawing thereunder; (vi) the full text of any
certificate  to  be  presented  by  the  beneficiary  in  case  of  any  drawing
thereunder;  and  (vii)  such  other  matters as the Issuing Lender may require.

(b)     Prior  to  the Issuance of any Letter of Credit, the Issuing Lender will
confirm  with the Agent (by telephone or in writing) that the Agent has received
a copy of the L/C Application or L/C Amendment Application from the Company and,
if  not,  the Issuing Lender will provide the Agent with a copy thereof.  Unless
the  Issuing  Lender  has  received  notice  (including any notice from a Lender
pursuant  to  Section  3.01(b)(ii))  on  or  before the Business Day the Issuing
Lender is to issue a requested Letter of Credit from the Agent (A) directing the
Issuing  Lender  not to issue such Letter of Credit because such issuance is not
then permitted under Section 3.01(a) as a result of the limitations set forth in
clauses  (1)  through (3) thereof or Section 3.01(b)(i); or (B) that one or more
conditions  specified  in Article V are not then satisfied; then, subject to the
terms and conditions hereof, the Issuing Lender shall, with the written approval
of the Agent, on the requested date, issue a Letter of Credit for the account of
the Company in accordance with the Issuing Lender's usual and customary business
practices.

(c)     From  time  to time while a Letter of Credit is outstanding and prior to
the  Termination  Date, the Issuing Lender will, upon the written request of the
Company  received  by the Issuing Lender (with a copy sent by the Company to the
Agent) at least three days (or such shorter time as the Issuing Lender may agree
in  a  particular instance in its sole discretion) prior to the proposed date of
amendment,  amend  any  Letter  of  Credit  issued by it.  Each such request for
amendment  of  a  Letter  of  Credit  shall  be  made  by  facsimile,  confirmed
immediately  in  an  original  writing,  made  in  the  form of an L/C Amendment
Application  and  shall  specify  in form and detail satisfactory to the Issuing
Lender:  (i)  the  Letter  of  Credit  to  be amended; (ii) the proposed date of
amendment  of  the  Letter  of Credit (which shall be a Business Day); (iii) the
nature  of  the  proposed  amendment; and (iv) such other matters as the Issuing
Lender  may  require.  The  Issuing Lender shall be under no obligation to amend
any  Letter  of  Credit  if:  (A) the Issuing Lender would have no obligation at
such  time to issue such Letter of Credit in its amended form under the terms of
this  Agreement;  or  (B)  the beneficiary of any such Letter of Credit does not
accept  the proposed amendment to the Letter of Credit.  The Agent will promptly
notify  the  Lenders  of the receipt by it of any L/C Application, L/C Amendment
Application  or  notice  of  renewal.

(d)     The  Issuing Lender and the Lenders agree that, while a Letter of Credit
is  outstanding  and prior to the Termination Date, at the option of the Company
and upon the written request of the Company received by the Issuing Lender (with
a  copy  sent  by  the Company to the Agent) at least five days (or such shorter
time  as  the  Issuing  Lender  may  agree  in a particular instance in its sole
discretion)  prior  to the proposed date of notification of renewal, the Issuing
Lender  shall  be  entitled  to authorize the automatic renewal of any Letter of
Credit  issued by it.  Each such request for renewal of a Letter of Credit shall
be  made by facsimile, confirmed immediately in an original writing, in the form
of  an  L/C  Amendment  Application,  and  shall  specify  in  form  and  detail
satisfactory to the Issuing Lender: (i) the Letter of Credit to be renewed; (ii)
the  proposed  date  of  notification  of renewal of the Letter of Credit (which
shall be a Business Day); (iii) the revised expiry date of the Letter of Credit;
and  (iv)  such  other  matters  as the Issuing Lender may require.  The Issuing
Lender  shall  be  under no obligation to renew any Letter of Credit if: (A) the
Issuing  Lender  would  have  no  obligation at such time to issue or amend such
Letter  of  Credit in its renewed form under the terms of this Agreement; or (B)
the  beneficiary  of  any  such  Letter  of  Credit does not accept the proposed
renewal  of  the  Letter  of  Credit.  If any outstanding Letter of Credit shall
provide  that  it  shall be automatically renewed unless the beneficiary thereof
receives  notice from the Issuing Lender that such Letter of Credit shall not be
renewed,  and  if at the time of renewal the Issuing Lender would be entitled to
authorize the automatic renewal of such Letter of Credit in accordance with this
clause (d) upon the request of the Company but the Issuing Lender shall not have
received  any  L/C  Amendment  Application from the Company with respect to such
renewal  or  other  written  direction  by the Company with respect thereto, the
Issuing  Lender shall nonetheless be permitted to allow such Letter of Credit to
renew,  and  the  Company  and  the  Lenders hereby authorize such renewal, and,
accordingly,  the  Issuing  Lender  shall  be  deemed  to  have  received an L/C
Amendment  Application  from  the  Company  requesting  such  renewal.

(e)     The  Issuing Lender may, at its election (or as required by the Agent at
the  direction  of  the Majority Lenders), deliver any notices of termination or
other communications to any Letter of Credit beneficiary or transferee, and take
any other action as necessary or appropriate, at any time and from time to time,
in  order  to  cause  the  expiry date of such Letter of Credit to be a date not
later  than  the  date  which  is  five  days  prior  to  the  Termination Date.

(f)     This  Agreement  shall  control  in  the  event of any conflict with any
L/C-Related  Document  (other  than  any  Letter  of  Credit).

(g)     The  Issuing  Lender  will  also  deliver  to the Agent, concurrently or
promptly  following  its  delivery  of  a  Letter  of Credit, or amendment to or
renewal  of  a  Letter of Credit, to an advising lender or a beneficiary, a true
and  complete copy of each such Letter of Credit or amendment to or renewal of a
Letter  of  Credit.

3.03     Risk  Participations,  Drawings  and  Reimbursements.

(a)     Immediately upon the Issuance of each Letter of Credit, each Lender
shall  be  deemed  to,  and  hereby  irrevocably  and unconditionally agrees to,
purchase  from  the  Issuing Lender a participation in such Letter of Credit and
each  drawing  thereunder  in an amount equal to the product of (i) the Pro Rata
Share  of such Lender, times (ii) the maximum amount available to be drawn under
such  Letter  of  Credit  and  the  amount  of  such drawing, respectively.  For
purposes of Section 2.01, each Issuance of a Letter of Credit shall be deemed to
utilize the Available Commitment of each Lender by an amount equal to the amount
of  such  participation.

(b)     In  the  event  of any request for a drawing under a Letter of Credit by
the  beneficiary  or transferee thereof, the Issuing Lender will promptly notify
the  Company.  The  Company  shall  reimburse  the  Issuing  Lender  (by  an L/C
Borrowing or otherwise) prior to 12:00 Noon (Chicago time) on each date that any
amount is paid by the Issuing Lender under any Letter of Credit (each such date,
an "Honor Date"), in an amount equal to the amount so paid by the Issuing Lender
(such amount, in the case of a Letter of Credit denominated in Canadian Dollars,
being  deemed to be the Dollar equivalent of the amount drawn, determined on the
basis  of  the  Spot  Rate  for such currency as of the approximate time of such
drawing).  In  the  event  the Company fails to reimburse the Issuing Lender for
the full amount of any drawing under any Letter of Credit by 12:00 Noon (Chicago
time)  on  the Honor Date, the Issuing Lender will promptly notify the Agent and
the  Agent  will  promptly  notify each Lender thereof, and the Company shall be
deemed  to  have  requested that Base Rate Loans in an aggregate amount equal to
the  unreimbursed  drawing  be  made by the Lenders to be disbursed on the Honor
Date  under  such  Letter  of  Credit, subject to the availability provisions of
Section  2.01  and  subject  to  the  conditions set forth in Section 5.02.  Any
notice  given by the Issuing Lender or the Agent pursuant to this clause (b) may
be  oral if immediately confirmed in writing (including by facsimile); provided,
that  the  lack  of  such  an  immediate  confirmation  shall  not  affect  the
conclusiveness  or  binding  effect  of  such  notice.

(c)     Each  Lender  shall  upon  any  notice  pursuant to Section 3.03(b) make
available  to the Agent for the account of the relevant Issuing Lender an amount
in Dollars and in immediately available funds equal to its Pro Rata Share of the
amount  of  the  drawing,  whereupon the participating Lenders shall (subject to
Section  3.03(d))  each  be deemed to have made a Revolving Loan consisting of a
Base  Rate  Loan to the Company in that amount.  If any Lender so notified fails
to  make available to the Agent for the account of the Issuing Lender the amount
of  such  Lender's  Pro Rata Share of the amount of the drawing by no later than
2:00  p.m.  (Chicago time) on the Honor Date, then interest shall accrue on such
Lender's  obligation  to make such payment, from the Honor Date to the date such
Lender  makes  such payment, at a rate per annum equal to the Federal Funds Rate
in  effect  from  time to time during such period.  The Agent will promptly give
notice of the occurrence of the Honor Date, but failure of the Agent to give any
such  notice  on  the  Honor  Date or in sufficient time to enable any Lender to
effect  such  payment  on  such  date  shall  not  relieve  such Lender from its
obligations  under  this  Section  3.03  once  notice  has  been  provided.

(d)     With  respect  to  any  unreimbursed  drawing that is not converted into
Revolving  Loans  consisting  of  Base  Rate Loans to the Company in whole or in
part,  because  of  the Company's failure to satisfy the conditions set forth in
Section  5.02  or  for  any  other  reason,  the Company shall be deemed to have
incurred  from the Issuing Lender an L/C Borrowing in the amount of such drawing
(such amount, in the case of a Letter of Credit denominated in Canadian dollars,
being  deemed to be the Dollar equivalent of the amount drawn, determined on the
basis  of  the  Spot  Rate  for such currency as of the approximate time of such
drawing),  which L/C Borrowing shall be due and payable on demand (together with
interest)  and  shall  bear  interest at a rate per annum equal to the Base Rate
plus  the  Applicable  Margin  for  Base  Rate Loans plus 2% per annum, and each
Lender's  payment  to  the  Issuing  Lender pursuant to Section 3.03(c) shall be
deemed  payment  in respect of its participation in such L/C Borrowing and shall
constitute  an L/C Advance from such Lender in satisfaction of its participation
obligation  under  this  Section  3.03.

(e)     Each  Lender's  obligation in accordance with this Agreement to make the
Revolving  Loans  or  L/C  Advances,  as contemplated by this Section 3.03, as a
result  of  a  drawing  under  a  Letter  of  Credit,  shall  be  absolute  and
unconditional  and  without  recourse  to  the  Issuing  Lender and shall not be
affected  by  any  circumstance,  including  (i)  any  set-off,  counterclaim,
recoupment,  defense  or  other  right  which  such  Lender may have against the
Issuing  Lender, the Company or any other Person for any reason whatsoever; (ii)
the  occurrence  or  continuance of a Default, an Event of Default or a Material
Adverse  Effect; or (iii) any other circumstance, happening or event whatsoever,
whether  or  not  similar  to any of the foregoing; provided, however, that each
Lender's  obligation  to make Revolving Loans under this Section 3.03 is subject
to  the  conditions  set  forth  in  Section  5.02.

3.04     Repayment  of  Participations.

(a)     Upon  (and  only  upon) receipt by the Agent for the account of the
Issuing  Lender  of  immediately  available  funds  from  the  Company  (i)  in
reimbursement  of  any  payment  made  by the Issuing Lender under the Letter of
Credit  with  respect  to  which any Revolving Lender has paid the Agent for the
account  of  the Issuing Lender for such Revolving Lender's participation in the
Letter  of  Credit  pursuant  to  Section  3.03  or  (ii) in payment of interest
thereon, the Agent will pay to each Revolving Lender, in the same funds as those
received  by the Agent for the account of the Issuing Lender, the amount of such
Revolving  Lender's  Pro  Rata Share of such funds, and the Issuing Lender shall
receive  the  amount of the Pro Rata Share of such funds of any Revolving Lender
that  did  not  so  pay  the  Agent  for  the  account  of  the  Issuing Lender.

(b)     If  the Agent or the Issuing Lender is required at any time to return to
the  Company,  or to a trustee, receiver, liquidator, custodian, or any official
in any Insolvency Proceeding, any portion of the payments made by the Company to
the  Agent  for the account of the Issuing Lender pursuant to Section 3.04(a) in
reimbursement  of  a  payment made under the Letter of Credit or interest or fee
thereon,  each  Revolving Lender shall, on demand of the Agent, forthwith return
to  the  Agent  or  the  Issuing  Lender the amount of its Pro Rata Share of any
amounts  so  returned  by  the Agent or the Issuing Lender plus interest thereon
from  the date such demand is made to the date such amounts are returned by such
Revolving  Lender  to the Agent or the Issuing Lender, at a rate per annum equal
to  the  Federal  Funds  Rate  in  effect  from  time  to  time.

3.05     Role  of  the  Issuing  Lender.

(a)     Each Lender and the Company agree that, in paying any drawing under
a  Letter  of  Credit,  the  Issuing Lender shall not have any responsibility to
obtain  any  document (other than any documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such
document  or  the  authority  of  the  Person  executing  or delivering any such
document.

(b)     No  Agent-Related  Person  nor  any  of  the  respective correspondents,
participants  or  assignees  of the Issuing Lender shall be liable to any Lender
for:  (i)  any  action taken or omitted in connection herewith at the request or
with  the  approval  of the Lenders or the Majority Lenders, as applicable; (ii)
any  action  taken  or  omitted  in  the  absence of gross negligence or willful
misconduct;  or  (iii)  the  due  execution,  effectiveness,  validity  or
enforceability  of  any  L/C-Related  Document.

(c)     The  Company  hereby  assumes  all risks of the acts or omissions of any
beneficiary  or  transferee  with  respect  to  its use of any Letter of Credit;
provided,  however,  that  this  assumption  is  not intended to, and shall not,
preclude  the Company's pursuing such rights and remedies as it may have against
the  beneficiary  or  transferee  at  law  or  under  any  other  agreement.  No
Agent-Related  Person, nor any of the respective correspondents, participants or
assignees  of  the Issuing Lender, shall be liable or responsible for any of the
matters  described  in  clauses  (i)  through  (vii)  of Section 3.06; provided,
however,  anything  in  such  clauses  to the contrary notwithstanding, that the
Company  may have a claim against the Issuing Lender, and the Issuing Lender may
be  liable to the Company, to the extent, but only to the extent, of any direct,
as  opposed to consequential or exemplary, damages suffered by the Company which
the  Company  proves  were  caused by the Issuing Lender's willful misconduct or
gross negligence or the Issuing Lender's willful failure to pay under any Letter
of Credit after the presentation to it by the beneficiary of a document strictly
complying  with  the terms and conditions of a Letter of Credit.  In furtherance
and  not  in  limitation  of  the  foregoing:  (i) the Issuing Lender may accept
documents  that  appear on their face to be in order, without responsibility for
further  investigation, regardless of any notice or information to the contrary;
and  (ii)  the  Issuing  Lender  shall  not  be  responsible for the validity or
sufficiency  of  any  instrument  transferring  or  assigning  or  purporting to
transfer  or  assign  a Letter of Credit or the rights or benefits thereunder or
proceeds  thereof,  in  whole  or  in  part,  which  may  prove to be invalid or
ineffective  for  any  reason.

3.06     Obligations  Absolute.  The  obligations of the Company under this
Agreement  and  any  L/C-Related  Document to reimburse the Issuing Lender for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing
under  a Letter of Credit converted into Revolving Loans, shall be unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement  and  each  such  other  L/C-Related Document under all circumstances,
including  the  following:

(i)     any  lack  of  validity  or enforceability of this Agreement or any
L/C-Related  Document;

(ii)     any  change in the time, manner or place of payment of, or in any other
term  of,  all or any of the obligations of the Company in respect of any Letter
of  Credit  or any other amendment or waiver of or any consent to departure from
all  or  any  of  the  L/C-Related  Documents;

(iii)     the  existence  of  any  claim,  recoupment, set-off, defense or other
right  that  the  Company  may  have  at any time against any beneficiary or any
transferee  of any Letter of Credit (or any Person for whom any such beneficiary
or  any  such transferee may be acting), the Issuing Lender or any other Person,
whether  in connection with this Agreement, the transactions contemplated hereby
or  by  the  L/C-Related  Documents  or  any  unrelated  transaction;

(iv)     any  draft,  demand,  certificate or other document presented under any
Letter  of  Credit  proving to be forged, fraudulent, invalid or insufficient in
any  respect or any statement therein being untrue or inaccurate in any respect;
or  any  loss or delay in the transmission or otherwise of any document required
in  order  to  make  a  drawing  under  any  Letter  of  Credit;

(v)     any  payment  by  the  Issuing Lender under any Letter of Credit against
presentation  of  a document that does not strictly comply with the terms of any
Letter  of Credit; or any payment made by the Issuing Lender under any Letter of
Credit  to  any  Person  purporting  to  be  a  trustee  in  bankruptcy,
debtor-in-possession,  assignee  for  the  benefit  of  creditors,  liquidator,
receiver  or  other  representative  of  or  successor to any beneficiary or any
transferee of any Letter of Credit, including any arising in connection with any
Insolvency  Proceeding;

(vi)     any  exchange,  release  or  non-perfection  of  any collateral, or any
release  or  amendment  or  waiver  of  or  consent  to departure from any other
guarantee,  for  all  or any of the obligations of the Company in respect of any
Letter  of  Credit;  or

(vii)     any other circumstance or happening whatsoever, whether or not similar
to  any  of the foregoing, including any other circumstance that might otherwise
constitute  a  defense  available  to,  or  a  discharge  of,  the  Company or a
guarantor.

Notwithstanding  the  foregoing, neither the Company nor the Lenders (other than
the  Issuing  Lender in its capacity as such) shall be liable for any obligation
resulting  from the gross negligence or willful misconduct of the Issuing Lender
with  respect  to  any  Letter  of  Credit.

3.07     Cash  Collateral Pledge.  Upon (i) the request of the Agent or the
Majority  Lenders,  (A)  if  the  Issuing Lender has honored any full or partial
drawing  request on any Letter of Credit and such drawing has resulted in an L/C
Borrowing  hereunder  at  a  time  when any Event of Default has occurred and is
continuing, or (B) if, as of the Termination Date, any Letters of Credit may for
any  reason  remain  outstanding  and  partially  or wholly undrawn, or (ii) the
occurrence  of the circumstances described in Sections 2.07(b) and (c) requiring
the  Company  to  Cash  Collateralize Letters of Credit, then, the Company shall
immediately  Cash  Collateralize  the L/C Obligations in an amount equal to such
L/C  Obligations.

3.08     Letter  of  Credit  Fees.

(a)     The  Company  shall pay to the Agent for the account of each of the
Revolving  Lenders  a letter of credit fee with respect to the Letters of Credit
equal  to  a  per  annum rate equal to 2.75% of the average daily maximum amount
available  to  be  drawn  of  the  outstanding  Letters of Credit, computed on a
monthly  basis  in arrears on the last Business Day of each calendar month based
upon  Letters  of  Credit outstanding for such month as calculated by the Agent;
provided,  however,  that during the existence of any Event of Default, such fee
shall  accrue  and  be  payable by the Company upon demand by the Agent (or upon
request  by  Majority  Lenders)  at a rate of 4.75%.  Such letter of credit fees
shall  be  due  and  payable monthly in arrears on the last Business Day of each
calendar month during which Letters of Credit are outstanding, commencing on the
first such monthly date to occur after the Closing Date, through the Termination
Date  (or  such  later  date  upon which the outstanding Letters of Credit shall
expire),  with  the  final  payment  to be made on the Termination Date (or such
later  expiration  date).

(b)     The  Company shall pay to the Issuing Lender a letter of credit fronting
fee  for  each  Letter of Credit Issued by the Issuing Lender equal to .125% per
annum of the face amount (or increased or decreased face amount, as the case may
be)  of  such Letter of Credit.  Such Letter of Credit fronting fee shall be due
and  payable  monthly in arrears on the last Business Day of each calendar month
during  which such Letter of Credit is outstanding, commencing on the first such
monthly  date  to  occur  after  such  Letter  of  Credit is issued, through the
Termination  Date  (or  such  later  date upon which such Letter of Credit shall
expire),  with  the  final  payment  to be made on the Termination Date (or such
later  expiration  date).

(c)     The  Company shall pay to the Issuing Lender from time to time on demand
the  normal  issuance,  presentation,  amendment  and other processing fees, and
other  standard  costs and charges, of the Issuing Lender relating to letters of
credit  as  from  time  to  time  in  effect.

3.09     Uniform  Customs  and  Practice.  The Uniform Customs and Practice
for  Documentary  Credits  as published by the International Chamber of Commerce
most  recently  at  the  time  of issuance of any Letter of Credit shall (unless
otherwise  expressly  provided in the Letters of Credit) apply to the Letters of
Credit.
                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY
4.01     Taxes.

(a)     Any  and  all payments by the Company, Mexican Borrower or Canadian
Borrower  to  each  Lender  or the Agent under this Agreement and any other Loan
Document  shall  be made free and clear of, and without deduction or withholding
for,  any  Taxes.  In  addition,  the  Company,  Mexican  Borrower  or  Canadian
Borrower,  as  the  case  may  be,  shall pay all Further Taxes and Other Taxes.

(b)     If  the Company, Mexican Borrower or Canadian Borrower shall be required
by  law to deduct or withhold any Taxes, Other Taxes or Further Taxes from or in
respect  of  any  sum  payable  hereunder  to  any  Lender  or  the Agent, then:

(i)     the  sum  payable  shall  be  increased as necessary so that, after
making  all  required  deductions  and  withholdings  (including  deductions and
withholdings  applicable  to  additional  sums payable under this Section), such
Lender or the Agent, as the case may be, receives and retains an amount equal to
the  sum  it  would  have  received  and  retained  had  no  such  deductions or
withholdings  been  made;

(ii)     the Company, Mexican Borrower or Canadian Borrower, as the case may be,
shall  make  such  deductions  and  withholdings;

(iii)     the  Company,  Mexican  Borrower or Canadian Borrower, as the case may
be,  shall  pay  the  full  amount  deducted  or withheld to the relevant taxing
authority  or  other  authority  in  accordance  with  applicable  law;  and

(iv)     the Company, Mexican Borrower or Canadian Borrower, as the case may be,
shall  also  pay  to each Lender or the Agent for the account of such Lender, at
the  time  interest  is  paid,  Further  Taxes in the amount that the respective
Lender  specifies  as necessary to preserve the after-tax yield the Lender would
have  received if such Taxes, Other Taxes or Further Taxes had not been imposed.

(c)     The  Company  agrees to indemnify and hold harmless each Lender and
the  Agent  for  the full amount of Taxes, Other Taxes, and Further Taxes in the
amount  that  the  respective  Lender  specifies  as  necessary  to preserve the
after-tax  yield  the  Lender  would have received if such Taxes, Other Taxes or
Further  Taxes  had  not  been  imposed, and any liability (including penalties,
interest,  additions  to  tax  and  expenses)  arising therefrom or with respect
thereto,  whether or not such Taxes, Other Taxes or Further Taxes were correctly
or legally asserted.  Payment under this indemnification shall be made within 30
days  after  the  date  the  Lender  or the Agent makes written demand therefor.

(d)     Within 30 days after the date of any payment pursuant to this Section by
the  Company  of  Taxes,  Other  Taxes  or  Further  Taxes, the Company, Mexican
Borrower  or Canadian Borrower, as the case may be, shall furnish to each Lender
or  the  Agent  the original or a certified copy of a receipt evidencing payment
thereof,  or other evidence of payment satisfactory to such Lender or the Agent.

(e)     If  the  Company, Mexican Borrower or Canadian Borrower, as the case may
be, is required to pay any amount to any Lender or the Agent pursuant to clauses
(b)  or  (c)  of this Section (other than withholding tax on interest imposed by
the  governments  of  Mexico  or  Canada), then such Lender shall use reasonable
efforts  (consistent  with  legal  and  regulatory  restrictions)  to change the
jurisdiction  of  its  Lending  Office  so  as  to eliminate any such additional
payment  by  the  Company  or  Mexican  Borrower  or Canadian Borrower which may
thereafter  accrue,  if  such  change in the sole judgment of such Lender is not
otherwise  disadvantageous  to  such  Lender.

(f)     Notwithstanding  anything  else  to  the  contrary  contained  in  this
Agreement,  none  of the Company, Mexican Borrower or Canadian Borrower shall be
required  to pay any amount to any Lender or the Agent pursuant to clause (b) or
(c)  of  this  Section  on  account  of (i) withholding tax imposed by Mexico on
interest  payments  made to the Agent or any U.S. Lender to the extent that such
Taxes  are  imposed  because the relevant U.S. Lender is not a bank or insurance
company  within  the  meaning  of  Article  11(2)(a)(i) of the income tax treaty
between  the United States and Mexico; (ii) withholding tax imposed by Mexico on
interest  payments  made  to the Agent or any non-U.S. Lender to the extent that
such Taxes are imposed because the relevant non-U.S. Lender (A) does not qualify
for  the  benefits (including interest and limitation on benefits provisions) of
an  effective  income  tax  treaty  for  the avoidance of double tax between its
country  of  residence  and  Mexico,  (B)  is  not  duly registered as a foreign
financial  institution with the Mexico Ministry of Finance and Public Credit, or
(C)  will  not  be  duly  registered as a foreign financial institution with the
Mexican  Ministry  of  Finance  and  Public  Credit  prior to the first interest
payment  date;  or  (iii) withholding tax imposed by Canada on interest payments
made  to  the  Agent  or  any  Lender  to the extent that such Taxes are imposed
because  the  Agent  or such Lender does not qualify for the benefits (including
interest  and  limitation  on  benefits  provisions)  of an effective income tax
treaty  for  the  avoidance  of  double tax between its country of residence and
Canada.

4.02     Increased  Costs  and  Reduction  of  Return.

(a)     If  any  Lender determines that, due to either (i) the introduction
of  or  any  change in or in the interpretation of any law or regulation or (ii)
the  compliance  by  that  Lender with any guideline or request from any central
bank  or  other Governmental Authority (whether or not having the force of law),
there  shall  be  any  increase  in  the  cost to such Lender of maintaining its
Commitment or participating in Letters of Credit, or, in the case of the Issuing
Lender,  any  increase  in  the cost to the Issuing Lender of agreeing to issue,
issuing  or  maintaining  any Letter of Credit or of agreeing to make or making,
funding  or  maintaining any unpaid drawing under any Letter of Credit, then the
Company  shall  be  liable for, and shall from time to time, upon demand (with a
copy  of  such demand to be sent to the Agent), pay to the Agent for the account
of  such  Lender, additional amounts as are sufficient to compensate such Lender
for  such  increased  costs.

(b)     If  any  Lender  shall  have determined that (i) the introduction of any
Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation,
(iii) any change in the interpretation or administration of any Capital Adequacy
Regulation  by any central bank or other Governmental Authority charged with the
interpretation  or  administration thereof, or (iv) compliance by the Lender (or
its  Lending  Office) or any corporation controlling the Lender with any Capital
Adequacy  Regulation,  affects or would affect the amount of capital required or
expected  to  be  maintained  by  the  Lender or any corporation controlling the
Lender  and  (taking  into  consideration  such  Lender's  or such corporation's
policies  with  respect  to capital adequacy and such Lender's desired return on
capital)  determines  that  the  amount  of  such  capital  is  increased  as  a
consequence  of  its  Commitment,  loans,  credits  or  obligations  under  this
Agreement,  then,  upon demand of such Lender to any Borrower through the Agent,
such  Borrower  shall  pay  to the Lender, from time to time as specified by the
Lender,  additional  amounts  sufficient  to  compensate  the  Lender  for  such
increase.

4.03     Certificates  of  Lenders.  Any  Lender  claiming reimbursement or
compensation  under  this  Article  IV  shall deliver to the applicable Borrower
(with  a copy to the Agent) a certificate setting forth in reasonable detail the
amount  payable  to  the Lender hereunder and such certificate shall be presumed
correct and binding on the applicable Borrower in the absence of manifest error.

4.04     Survival.  The agreements and obligations of each Borrower in this
Article  IV  shall  survive  the  payment  of  all  other  Obligations.

                                    ARTICLE V

                              CONDITIONS PRECEDENT

5.01     Conditions of Initial Credit Extensions.  The effectiveness of the
amendment and restatement of the Existing Credit Agreement pursuant to the terms
hereof,  the  effectiveness of the Lenders' waiver of Existing Defaults pursuant
to  Section  1.06  hereof, and the obligation of each Lender to make its initial
Credit  Extension  hereunder,  are subject to the condition that the Agent shall
have  received  on  or  before  the  Closing  Date  the  documents  described in
paragraphs  (a)  through  (f),  (h),  (i)  and  (m) below, in form and substance
satisfactory  to  the Agent and, to the extent specified below, each Lender (and
in sufficient copies for each Lender), and in addition, the conditions set forth
in  paragraphs  (g)  and  (j)  through (l) shall have been fulfilled in a manner
satisfactory  to  the  Agent:

(a)     Credit  Agreement  and  Notes.  This  Agreement and the Notes shall
have  been  duly  authorized,  executed  and  delivered  by  each party thereto;

(b)     Subsidiary  Guaranty.  Each  Subsidiary  Guarantor  shall  have  duly
authorized,  executed  and  delivered  the  Subsidiary  Guaranty;

(c)     Warrant  Documents.  The  Warrant  Documents  shall  have  been  duly
authorized,  executed  and  delivered  by  each  party  thereto.

(d)     Resolutions;  Incumbency.

(i)     copies  of the resolutions of the board of directors of each Credit
Party  authorizing  the  transactions  contemplated  hereby,  certified  by  the
Secretary  or  an  Assistant  Secretary  of  such  Person;  and

(ii)     a  certificate  of  the Secretary or Assistant Secretary of each Credit
Party  certifying  the  names and true signatures of the officers of such Credit
Party  authorized to execute, deliver and perform, as applicable, this Agreement
and  all  other  Loan  Documents  to  be  delivered  by  it  hereunder;

(e)     Organization  Documents; Good Standing.  Each of the following
documents:

(i)     copies  of  the articles or certificate of incorporation and bylaws
of  each  Credit  Party  (or  the  equivalent,  in  the  case  of the Subsidiary
Borrowers)  as then in effect, certified by the Secretary or Assistant Secretary
of  such  Person;  and

(ii)     a good standing certificate for each Credit Party from the Secretary of
State  (or  similar,  applicable  Governmental  Authority)  of  its  state  of
incorporation  and each state where such Person is qualified to do business as a
foreign  corporation as of a recent date, together with, to the extent requested
by  Agent,  a  bring-down  certificate  by  facsimile;

(f)     Legal  Opinions.  An opinion addressed to the Agent, the Collateral
Agent  and  the  Lenders  (i)  of  D'Ancona & Pflaum LLC, special counsel to the
Company,  substantially  in  the  form  of  Exhibit  C, and (ii) of Mark Baggio,
General  Counsel  to  the  Company  substantially  in  the  form of Exhibit C-1.

(g)     Payment  of Fees.  Evidence of payment by the Company of all accrued and
unpaid  fees,  costs  and  expenses  to  the  extent then due and payable on the
Closing  Date,  together  with  Attorney  Costs of B of A and each Lender to the
extent invoiced prior to or on the Closing Date, plus such additional amounts of
Attorney  Costs  as  shall  constitute  B of A's reasonable estimate of Attorney
Costs incurred or to be incurred by it through the closing proceedings (provided
that  such  estimate  shall  not  thereafter preclude final settling of accounts
between  the  Company  and  B of A); including any such costs, fees and expenses
arising  under  or  referenced  in  Sections  2.10  and  11.04;

(h)     Certificate.  A  certificate  signed  by  a  Responsible Officer of each
Borrower,  dated  as  of  the  Closing  Date,  stating  that:

(i)     the  representations  and  warranties  contained  in  Article  VI
(including the representation set forth in Section 6.16) are true and correct on
and  as  of  such  date,  as  though  made  on  and  as  of  such  date;

(ii)     no  Default or Event of Default exists or would result from the initial
Credit  Extension  on  or  following  the  Closing  Date;

(iii)     other  than  the  occurrence  of the Existing Defaults or as otherwise
disclosed  in  writing  to the Agent on the Closing Date, there has not occurred
since  December  31,  2000  any event or circumstance that has resulted or could
reasonably  be  expected  to  result  in  a  Material  Adverse  Effect;

(iv)     the  ING  Loan shall have been funded in full pursuant to the
terms  of the ING Loan Agreement and without a waiver of any condition precedent
of  the  ING  Loan  Agreement;

(v)     the  Series  C  Preferred  Agreement  shall  have been executed and
delivered  by  each  of  the  parties  named  as  signatories  thereto;

(vi)     the  Company's  Series  B  Preferred  Stock  has been exchanged for the
Company's  Series  B-1  Preferred  Stock  pursuant  to  the  Series  B  Exchange
Agreement;

(vii)     the Flow Sale shall have been consummated pursuant to the terms of the
Flow  Sale Agreement and without a waiver of any condition precedent of the Flow
Sale  Agreement, the Flow Sale Note shall have been issued and delivered to, and
indorsed  to  the  order of, the Agent pursuant to the Collateral Documents; and

(viii)     the  Company  has  received not less than $16,100,000 in an aggregate
Net  Proceeds  (after deduction for only the fees, expenses and other amounts to
be  paid  on  the  Closing  Date)  with  respect to the closing of Restructuring
Transactions,  as  detailed  in  the  flow  of  funds  memo  attached  to  such
certificate.

(i)     Collateral  Documents.  As  of  the  Closing  Date,  the Collateral
Documents,  executed  by  the  applicable  Credit Party, in appropriate form for
recording,  where  necessary,  together  with:

(i)     acknowledgment  copies  of  all  UCC-l  financing statements filed,
registered or recorded to perfect the security interests of the Collateral Agent
for the benefit of the Lenders, or other evidence satisfactory to the Agent that
there has been or will be filed, registered or recorded all financing statements
and  other  filings,  registrations  and  recordings  necessary and advisable to
perfect  the  Liens  of  the  Collateral Agent for the benefit of the Lenders in
accordance  with  applicable  law;

(ii)     written  advice  relating  to  such  Lien  and judgment searches as the
Collateral  Agent  shall  have  requested  of  the Company, and such termination
statements or other documents as may be necessary to confirm that the Collateral
is  subject  to  no  other  Liens  in favor of any Persons (other than Permitted
Liens);

(iii)     all  certificates and instruments representing the Pledged Collateral,
stock  transfer  powers executed in blank as the Collateral Agent or the Lenders
may  specify;

(iv)     evidence  that  all  other  actions necessary or, in the opinion of the
Collateral  Agent  or  the  Lenders,  desirable to perfect and protect the first
priority  security interest created by the Collateral Documents have been taken;

(v)     funds sufficient to pay any filing or recording tax or fee in connection
with  any  and  all  UCC-1  financing  statements;

(vi)     evidence  that  the Collateral Agent has been named as loss payee under
all policies of casualty insurance, and as additional insured under all policies
of  liability  insurance;

(vii)     such consents, estoppels, subordination agreements and other documents
and  instruments  executed  by  landlords,  tenants  and  other Persons party to
material  contracts  relating  to  any Collateral as to which the Agent shall be
granted  a Lien for the benefit of the Lenders, as requested by the Agent or any
Lender;  and

(viii)     evidence  that  all other actions necessary or, in the opinion of the
Collateral  Agent  or  the  Lenders,  desirable to perfect and protect the first
priority Lien created by the Collateral Documents, and to enhance the Collateral
Agent's  ability  to  preserve  and  protect  its interests in and access to the
Collateral,  have  been  taken;

(j)     Restructuring  Transactions.  Evidence  that  each  of  the
Restructuring  Transactions  have  been consummated pursuant to the terms of the
Restructuring  Documents  without  waiver  of  any  condition  precedent in such
Restructuring  Documents,  and the Agent shall have received (i) for application
to  the  outstanding  principal  balance  of  the Revolving Loan, $15,500,000 in
immediately  available  funds and (ii) pursuant to the Pledge Agreement executed
by the Company, the originally-executed Flow Sale Note, indorsed to the order of
the  Collateral  Agent  in a manner acceptable to the Collateral Agent and (iii)
evidence  satisfactory  to the Agent that the Company has received not less than
$16,1000,000  of  aggregate  Net  Proceeds  (after  deduction for only the fees,
expenses  and  other amounts to be paid on the Closing Date) with respect to the
closing  of  the  Restructuring  Transactions;

(k)     ING  Intercreditor  Agreement.  The  ING  Funds  shall have executed and
delivered  the  ING  Intercreditor  Agreement.

(l)     Subordinated  Debt  Consent  Solicitation.  The  Company  shall  have
commenced  material  actions  and  good faith reasonable efforts to commence the
SubDebt  Consent  Solicitation.

(m)     Litigation.  The  absence  of  any  action,  suit,  investigation  or
proceeding  pending  or  threatened  in  any  court  or before any arbitrator or
Governmental  Authority  that,  if  determined  adversely  to the Company or any
Subsidiary,  could  reasonably  be expected to have a Material Adverse Effect or
which  relates  to  this  Agreement  or  any  of the Restructuring Transactions;

(n)     Other Documents.  Such other approvals, opinions, documents or materials
as  are  described in the List of Closing Documents attached hereto as Exhibit D
or  as  the  Agent or any Lender may otherwise reasonably request (except to the
extent  specified  in  such  exhibit  as  to  be  delivered  at  a  later date).

5.02     Conditions  to  All  Credit  Extensions.  The  obligation  of each
Lender to make any Loan to be made by it (including its initial Loan on or after
the  Closing Date), and the obligation of the Issuing Lender to Issue any Letter
of Credit (including the initial Letter of Credit on or after the Closing Date),
is  subject  to  the  satisfaction  of the following conditions precedent on the
relevant  Borrowing  Date  or  Issuance  Date:

(a)     Notice,  Application.  The  Agent shall have received (with, in the
case  of  the  initial  Loans on or after the Closing Date only, a copy for each
Lender) or, in the case of Canadian Revolving Loan borrowings, the Agent and the
Canadian  Revolving  Lender shall have received a Notice of Borrowing or, in the
case  of  any Issuance of any Letter of Credit, the Issuing Lender and the Agent
shall  have received an L/C Application or L/C Amendment Application as required
under  Section  3.02;

(b)     Continued  Accuracy  of  Representations  and  Warranties.  The
representations and warranties contained in Article VI shall be true and correct
on  and  as  of  such Borrowing Date or Issuance Date with the same effect as if
made  on  and  as  of  such  Borrowing  Date  or  Issuance  Date;

(c)     No  Existing  Default.  No  Default  or  Event of Default shall exist or
shall  result  from  such Borrowing, continuation or conversion or Issuance; and

(d)     No  Future  Advance Notice.  Neither the Agent nor any Lender shall have
received  from  any  Credit Party or other Person any notice that any Collateral
Document  will  no  longer  secure  on a first priority basis future advances or
future  Loans  to  be  made  or  extended  under  this  Agreement.
Each  Notice of Borrowing L/C Application or L/C Amendment Application submitted
by  a  Borrower  hereunder shall constitute a representation and warranty by all
Borrowers hereunder, as of the date of each such notice and as of each Borrowing
Date  or  Issuance  Date,  as  applicable, that the conditions set forth in this
Section  5.02  are  satisfied.
                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES
     The  Company  and  each Subsidiary Borrower (with respect to itself and its
Subsidiaries)  represents  and  warrants  to  the  Agent  and  each Lender that:

6.01     Corporate  Existence  and  Power.  The  Company  and  each  of its
Subsidiaries:

(a)     is  an entity duly organized, validly existing and in good standing
under  the  laws  of  the  jurisdiction  of  its  incorporation;

(b)     has  the  power  and  authority  and  all  governmental  licenses,
authorizations,  consents and approvals to own its assets, carry on its business
and  to  execute, deliver, and perform its obligations under the Loan Documents;

(c)     is  duly  qualified as a foreign corporation and is licensed and in good
standing  under  the  laws  of  each  jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
or  license;  and

(d)     is  in  compliance  with  all  Requirements of Law; except, in each case
referred to in clause (c) or clause (d), to the extent that the failure to do so
could  not  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

6.02     Corporate  Authorization;  No  Contravention.  The  execution,
delivery  and  performance by such Credit Party of this Agreement and each other
Restructuring  Document to which such Person is party, have been duly authorized
by  all  necessary  corporate  action,  and  do  not  and  will  not:

(a)     contravene  the  terms  of  any  of  such  Person's  Organization
Documents;

(b)     conflict  with  or  result  in  any  breach  or contravention of, or the
creation  of  any Lien under, any document evidencing any Contractual Obligation
to  which such Person is a party or any order, injunction, writ or decree of any
Governmental  Authority  to  which  such  Person  or its property is subject; or

(c)     violate  any  Requirement  of  Law.

6.03     Governmental  Authorization.  No  approval,  consent,  exemption,
authorization,  or  other  action  by,  or  notice  to,  or  filing  with,  any
Governmental  Authority (except for recordings or filings in connection with the
Liens  granted  to  the  Collateral  Agent  under  the  Collateral Documents) is
necessary  or required in connection with the execution, delivery or performance
by,  or enforcement against, any Credit Party of the Agreement or any other Loan
Document.

6.04     Binding  Effect.  This  Agreement and each other Loan Document to which
any  Credit Party is a party constitute the legal, valid and binding obligations
of  such  Credit Party, enforceable against such Person in accordance with their
respective  terms,  except  as  enforceability  may  be  limited  by  applicable
bankruptcy,  insolvency, or similar laws affecting the enforcement of creditors'
rights  generally  or  by  equitable  principles  relating  to  enforceability.

6.05     Litigation.  There  are  no  actions,  suits,  proceedings,  claims  or
disputes  pending,  or  to  the  best  knowledge  of any Borrower, threatened or
contemplated,  at  law,  in  equity,  in  arbitration or before any Governmental
Authority,  against  the  Company,  any  of  its  Subsidiaries  or  any of their
respective  properties  which:  (a)  purport  to  affect  or  pertain  to  this
Agreement  or  any  other  Restructuring  Document,  or  any of the transactions
contemplated hereby or thereby; or (b) if determined adversely to the Company or
any of its Subsidiaries, would reasonably be expected to have a Material Adverse
Effect.  No  injunction,  writ,  temporary restraining order or any order of any
nature  has  been issued by any court or other Governmental Authority purporting
to  enjoin  or restrain the execution, delivery or performance of this Agreement
or any other Restructuring Document, or directing that the transactions provided
for  herein  or  therein  not  be  consummated  as  herein  or therein provided.

6.06     No Default.  No Default or Event of Default exists or would result from
the  incurring  of  any  Obligations  by  any  Credit Party or from the grant or
perfection  of  the  Liens  of  the  Collateral  Agent  and  the  Lenders on the
Collateral.  As  of  the Closing Date, neither the Company nor any Subsidiary is
in  default  under  or with respect to any Contractual Obligation in any respect
which,  individually  or  together  with  all such defaults, could reasonably be
expected  to  have a Material Adverse Effect, or that would, if such default had
occurred  after  the  Closing  Date,  create  an  Event of Default under Section
9.01(e).  Except  as  described  in  Schedule  6.06,  as of the Closing Date and
immediately prior to the effectiveness of this Agreement, no "Default" or "Event
of  Default"  shall  have occurred and be continuing under and as defined in the
Existing  Credit  Agreement.

6.07     ERISA  Compliance.

(a)     Each  Plan  is  in  compliance  in  all  material respects with the
applicable  provisions  of ERISA, the Code and other federal or state law.  Each
Plan  which is intended to qualify under Section 401(a) of the Code has received
a  favorable  determination letter from the IRS and to the best knowledge of the
Company,  nothing has occurred which would cause the loss of such qualification.
The  Company and each ERISA Affiliate has made all required contributions to any
Plan subject to Section 412 of the Code, and no application for a funding waiver
or  an  extension of any amortization period pursuant to Section 412 of the Code
has  been  made  with  respect  to  any  Plan.

(b)     There  are  no  pending  or,  to  the  best  knowledge  of  the Company,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with  respect  to any Plan which has resulted or could reasonably be expected to
result  in  a Material Adverse Effect.  There has been no prohibited transaction
or  violation  of  the  fiduciary  responsibility rules with respect to any Plan
which  has  resulted  or  could  reasonably  be expected to result in a Material
Adverse  Effect.

(c)     (i) No ERISA Event has occurred or is reasonably expected to occur; (ii)
no  Pension  Plan  has any Unfunded Pension Liability; (iii) neither the Company
nor  any  ERISA  Affiliate  has  incurred,  or  reasonably expects to incur, any
liability  to  the PBGC under Title IV of ERISA with respect to any Pension Plan
(other  than  premiums due and not delinquent under Section 4007 of ERISA); (iv)
neither  the Company nor any ERISA Affiliate has incurred, or reasonably expects
to  incur,  any  liability  (and no event has occurred which, with the giving of
notice  under  Section  4219  of  ERISA,  would  result in such liability) under
Section  4201  or  4243  of  ERISA with respect to a Multiemployer Plan; and (v)
neither  the  Company  nor any ERISA Affiliate has engaged in a transaction that
could  be  subject  to  Section  4069  or  4212(c)  of  ERISA.

6.08     Use  of  Proceeds;  Margin Regulations.  The proceeds of the Loans
are  to  be  used  solely for the purposes set forth in and permitted by Section
7.12  and  Section  8.07.  Neither  the  Company nor any Subsidiary is generally
engaged  in  the  business  of  purchasing  or selling Margin Stock or extending
credit  for  the purpose of purchasing or carrying Margin Stock.  No part of the
proceeds  of  any  Loan  will  be used to purchase or carry any margin stock (as
defined  in  Regulation  U  of  the Board), directly or indirectly, or to extend
credit  for  the purpose of purchasing or carrying any such margin stock for the
purpose  of  reducing or retiring any indebtedness which was originally incurred
to  purchase  or  carry any margin security or for any other purpose which might
cause  any  of  the  loans  or  extensions  of credit under this Agreement to be
considered  a "purpose credit" within the meaning of Regulation T, U or X of the
Board.

6.09     Title  to Properties.  The Company and each Subsidiary have good record
and  marketable  title  or  its  equivalent in fee simple to, or valid leasehold
interests  in,  all  real  property necessary or used in the ordinary conduct of
their  respective  businesses,  except  for  such defects in title as could not,
individually  or  in  the  aggregate, have a Material Adverse Effect.  As of the
Closing  Date, the property of the Company and its Subsidiaries is subject to no
Liens,  other  than  Permitted  Liens.

6.10     Taxes.  The  Company  and  each  Subsidiary  have filed all Federal and
other  material  tax returns and reports required to be filed, and have paid all
Federal  and  other  material  taxes,  assessments,  fees and other governmental
charges  levied  or  imposed  upon  them  or  their properties, income or assets
otherwise  due  and  payable, except those which have been extended or are being
contested  in  good  faith  by  appropriate  proceedings  and for which adequate
reserves  have  been  provided in accordance with GAAP. There is no proposed tax
assessment  against  the  Company  or any Subsidiary that would, if made, have a
Material  Adverse  Effect.

6.11     Financial  Condition.

(a)     The  (x)  audited  annual  consolidated financial statements of the
Company  and  its  Subsidiaries  dated  December  31, 2000 and (y) the unaudited
monthly  consolidated  financial  statements of the Company and its Subsidiaries
dated  February  28,  2001:

(i)     were  prepared  in  accordance  with  GAAP  consistently  applied
throughout  the  period  covered  thereby,  except  as otherwise expressly noted
therein  (subject  to  ordinary,  good  faith  year-end  audit  adjustments);

(ii)     fairly  present  the  financial  condition  of  the  Company  and  its
consolidated  Subsidiaries,  and  the Company and its consolidated Subsidiaries,
respectively,  as  of  the date thereof and the respective results of operations
for  the  period  covered  thereby;  and

(iii)     except  as  specifically  disclosed  in  Schedule  6.11(a),  show  all
material  indebtedness  and  other  liabilities,  direct  or  contingent, of the
Company  and  its  consolidated  Subsidiaries, as of the date thereof, including
liabilities  for  taxes,  material  commitments  and  Contingent  Obligations.

(b)     The Company's consolidated unaudited pro forma 13-week rolling cash
flow  forecast,  and  its  consolidated  quarterly  projected income statements,
balance  sheets  (including  inventory  levels  by  operating  division),  Loan
outstandings,  accounts  receivable  and  accounts  payable agings, in each case
through December 31, 2002 (collectively, the "Projections"), are attached hereto
as  Schedule  6.11(b)  and  are  based  upon the Company's reasonable good faith
estimates  and  assumptions regarding the Company's and its Subsidiaries' future
financial  performance  and  future market conditions, in each case after giving
effect  to each of the Restructuring Transactions and the refinancing of the ING
Loan with the proceeds of the Company's issuance of its Series C Preferred Stock
on  or  prior  to  July  15,  2001.

(c)     Since  December  31,  2000,  there  has been no Material Adverse Effect,
other  than the occurrence of the Existing Defaults or as otherwise disclosed in
writing  to  the  Agent  on  the  Closing  Date.

6.12     Environmental  Matters.  Except  as  specifically  disclosed  in
Schedule  6.12:

(a)     The on-going operations of the Company and each of its Subsidiaries
comply  in  all respects with all Environmental Laws, except such non-compliance
which  would  not  (if  enforced  in  accordance  with applicable law) result in
liability  in  excess  of  $3,000,000  in  the  aggregate.

(b)     The  Company  and  each  of  its Subsidiaries have obtained all material
licenses,  permits,  authorizations  and  registrations  required  under  any
Environmental  Law  ("Environmental Permits") and necessary for their respective
ordinary course operations, all such Environmental Permits are in good standing,
and the Company and each of its Subsidiaries are in compliance with all material
terms  and  conditions  of  such  Environmental  Permits.

(c)     None  of the Company, any of its Subsidiaries or any of their respective
present Property or operations, is subject to any outstanding written order from
or  agreement  with  any  Governmental Authority, nor subject to any judicial or
docketed  administrative  proceeding,  respecting  any  Environmental  Law,
Environmental  Claim  or  Hazardous  Material.

(d)     There  are  no  Hazardous Materials or other conditions or circumstances
existing  with  respect to any Property, or arising from operations prior to the
Closing Date, of the Company or any of its Subsidiaries that would reasonably be
expected  to give rise to Environmental Claims with a potential liability of the
Company  and  its  Subsidiaries in excess of $3,000,000 in the aggregate for all
such  conditions,  circumstances  and  Properties.  In addition, (i) neither the
Company  nor  any of its Subsidiaries has any underground storage tanks (x) that
are not properly registered or permitted under applicable Environmental Laws, or
(y)  that are leaking or disposing of Hazardous Materials off-site, and (ii) the
Company  and  its  Subsidiaries  have  notified  all  of  their employees of the
existence,  if  any,  of  any health hazard arising from the conditions of their
employment  and have met all notification requirements under Title III of CERCLA
and  all  other  Environmental  Laws.

6.13     Collateral  Documents.

(a)     The provisions of each of the Collateral Documents are effective to
create in favor of the Collateral Agent for the benefit of the Lenders, a legal,
valid  and  enforceable  first  priority  (subject  to Permitted Liens) security
interest  in all right, title and interest of the applicable Credit Party in the
collateral  described  therein;  and financing statements have been delivered to
the  Collateral  Agent  on the Closing Date to be filed in the offices in all of
the  jurisdictions  listed in the schedules to the Security Agreements, and each
Intellectual  Property  Assignment has been delivered to the Collateral Agent on
the  Closing  Date  to  be filed in the U.S. Patent and Trademark Office and the
U.S.  Copyright Office.  Except for title vehicles, vessels and other Collateral
which  may not be perfected through the filing of financing statements under the
Uniform  Commercial  Code  and except for equipment and inventory located on the
premises  of  a  third  party  with  a  value  of  (as  to  the  Company and its
Subsidiaries  as  a  whole)  less  than  $25,000 individually or $100,000 in the
aggregate  (or  as  otherwise  consented  to  by  the  Agent), all such security
interests have been or, upon the filing of the financing statements delivered on
the  Closing  Date,  will  be  fully  perfected  security  interests, except for
Permitted  Liens.

(b)     The  provisions  of  each  Pledge  Agreement are effective to create, in
favor of the Collateral Agent for the benefit of the Lenders, a legal, valid and
enforceable  security  interest  in all of the collateral described therein; and
the  Pledged  Collateral was delivered to the Collateral Agent or its nominee in
accordance  with  the  terms  thereof.  The  Lien  of  each  Pledge  Agreement
constitutes  a  perfected,  first priority security interest in all right, title
and  interest  of  the  Company  or  such Subsidiary, as the case may be, in the
Collateral  described  therein,  prior  and  superior  to  all  other  Liens and
interests  except  for  Permitted  Liens.

(c)     All representations and warranties of each Credit Party contained in the
Collateral  Documents  are  true  and  correct.

6.14     Regulated  Entities.  Neither the Company nor any Subsidiary is an
Investment  Company"  within  the meaning of the Investment Company Act of 1940.
Neither the Company nor any Subsidiary is subject to regulation under the Public
Utility  Holding  Company  Act  of  1935,  the Federal Power Act, the Interstate
Commerce  Act,  any  state  public utilities code, or any other Federal or state
statute  or  regulation  limiting  its  ability  to  incur  Indebtedness.

6.15     No  Burdensome Restrictions.  Neither the Company nor any Subsidiary is
a party to or bound by any Contractual Obligation, or subject to any restriction
in  any Organization Document, or any Requirement of Law, which could reasonably
be  expected  to  have  a  Material  Adverse  Effect.

6.16     Solvency.  Each  Credit  Party  is  Solvent.

6.17     Labor  Relations.  There  are  no strikes, lockouts or other labor
disputes  against  the  Company, any of its Subsidiaries, or, to the best of any
Borrower's knowledge, threatened against or affecting the Company, or any of its
Subsidiaries,  and  no  significant  unfair  labor practice complaint is pending
against the Company, or any of its Subsidiaries or, to the best knowledge of any
Borrower,  threatened  against  any  of  them before any Governmental Authority.

6.18     Copyrights,  Patents, Trademarks and Licenses, etc.  The Company or its
Subsidiaries  own  or are licensed or otherwise have the right to use all of the
patents,  trademarks,  service  marks,  trade  names,  copyrights,  contractual
franchises,  authorizations  and  other rights that are reasonably necessary for
the  operation  of their respective businesses, without conflict with the rights
of  any  other Person.  To the best knowledge of the Company, no slogan or other
advertising  device, product, process, method, substance, part or other material
now  employed,  or  now  contemplated  to  be  employed,  by  the Company or any
Subsidiary  infringes  upon  any  rights  held by any other Person.  No claim or
litigation  regarding  any  of  the  foregoing  is pending or threatened, and no
patent,  invention,  device,  application,  principle or any statute, law, rule,
regulation,  standard  or  code  is pending or, to the knowledge of the Company,
proposed, which, in either case, could reasonably be expected to have a Material
Adverse  Effect.

6.19     Subsidiaries.  As  of the Closing Date, the Company has no Subsidiaries
other  than those specifically disclosed in part (a) of Schedule 6.19 hereto and
neither  the  Company nor any Subsidiary has any equity investments in any other
corporation  or  entity  other  than those specifically disclosed in part (b) of
Schedule  6.19.

6.20     Insurance.  The  properties  of  the  Company  and its Subsidiaries are
insured  with financially sound and reputable insurance companies not Affiliates
of  the  Company, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar  properties in localities where the Company or such Subsidiary operates.

6.21     Swap  Obligations.  Neither the Company nor any of its Subsidiaries has
incurred  any  outstanding  obligations  under  any  Swap  Contracts, other than
Permitted  Swap  Obligations.  The  Company  has  undertaken its own independent
assessment  of  its  consolidated  assets,  liabilities  and commitments and has
considered  appropriate  means  of mitigating and managing risks associated with
such matters and has not relied on any swap counterparty or any Affiliate of any
swap  counterparty  in  determining  whether  to  enter  into any Swap Contract.

6.22     Subordination  Provisions.  The  subordination  provisions contained in
all  notes,  debentures, agreements and other instruments entered into or issued
in  respect  of  the Subordinated Debt are enforceable against the issuer of the
respective  security  and  the  holders  thereof,  and  the  Loans and all other
Obligations  entitled  to  the  benefits  of  any  Loan  Document are within the
definitions  of  "Senior Indebtedness," or other comparable definition, included
in  such  provisions.

6.23     Broker's  Fees.  Except  as  set  forth  in this Agreement, neither the
Company  nor any of its Subsidiaries has any obligation to any Person in respect
of  any  finder's,  broker's  or  investment banker's fee in connection with the
transactions  contemplated  hereby  (other  than  the  Flow  Sale).

6.24     Restructuring  Documents.  The Company has delivered to the Agent true,
complete  and  correct  copies of each of the Restructuring Documents (including
all schedules, exhibits, annexes, amendments, supplements, modifications and all
other  documents  delivered  pursuant  thereto or in connection therewith).  The
Restructuring  Documents  as  originally  executed  and delivered by the parties
thereto  have  not  been  amended,  waived, supplemented or modified without the
consent  of  the  Agent.  The  representations and warranties of the parties set
forth  therein  are  true  and  correct  in all material respects as of the date
thereof.  On the date of this Agreement, neither the Company nor any other party
to  any  of  the  Restructuring Documents is in default in the performance of or
compliance  with  any  provisions under the Restructuring Documents.  Subject to
the  satisfaction  of  all  of  the  conditions  set  forth in Section 5.01, the
Restructuring  Transactions  (other  than  the  amendment and restatement of the
Existing  Credit  Agreement)  have  been  consummated  as of the Closing Date in
accordance  with  applicable  laws  and  regulations.

6.25     Full  Disclosure.  None  of the representations or warranties made
by  the  Company  or  any  Subsidiary  in the Loan Documents as of the date such
representations  and  warranties  are  made  or  deemed  made,  and  none of the
statements  contained in any exhibit, report, statement or certificate furnished
by  or  on  behalf  of the Company or any Subsidiary in connection with the Loan
Documents,  contains  any  untrue  statement  of  a  material  fact or omits any
material  fact required to be stated therein or necessary to make the statements
made  therein (taken as a whole), in light of the circumstances under which they
are  made,  not  misleading  as  of  the  time  when  made  or  delivered.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

So  long  as any Lender shall have any Commitment hereunder, or any Loan or
other  Obligation  shall  remain  unpaid or unsatisfied, or any Letter of Credit
shall  remain  outstanding,  unless  the  Majority  Lenders  waive compliance in
writing:

7.01     Financial  Statements.  The Company shall deliver to the Agent, in
form  and  detail  satisfactory  to  the  Agent  and  the Majority Lenders, with
sufficient  copies  for  the  Agent  and  each  Lender:

(a)     as  soon  as available, but not later than 90 days after the end of
each  fiscal  year, a copy of the audited consolidated and consolidating balance
sheet  of  the  Company  and its Subsidiaries as at the end of such year and the
related  consolidated  and consolidating statements of operations, shareholders'
equity  and  cash flows for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, and accompanied by the opinion of
Arthur  Andersen  LLP  or  another  nationally-recognized  independent  public
accounting  firm  ("Independent  Auditor")  which  report  shall state that such
consolidated  financial statements present fairly the financial position for the
periods  indicated  in  conformity  with GAAP applied on a basis consistent with
prior  years.  Except  in the case of such opinion with respect to the Company's
financial statements for its fiscal year 2000 which has been qualified as to the
Company's  ability  to  operate  as  a  going  concern, no such opinion shall be
qualified  or  limited  because  of  a  restricted or limited examination by the
Independent Auditor of any material portion of the Company's or any Subsidiary's
records;  and

(b)     as  soon  as available, but not later than 45 days after the end of each
of  the first three Fiscal Quarters of each fiscal year, a copy of the unaudited
consolidated and consolidating balance sheet of the Company and its Subsidiaries
as  of  the  end  of such quarter and the related consolidated and consolidating
statements  of  operations,  shareholders'  equity and cash flows for the period
commencing  on  the  first  day  and ending on the last day of such quarter, and
certified by a Responsible Officer as fairly presenting, in accordance with GAAP
(subject  to  ordinary,  good  faith  year-end audit adjustments), the financial
position  and  the  results  of  operations of the Company and its Subsidiaries.

(c)     as  soon  as available, but not later than 30 days after the end of each
fiscal  month  (or  in the case of the last month of a Fiscal Quarter, not later
than  45 days after the end of such month), a copy of the unaudited consolidated
balance  sheet  (including  divisional  inventory levels) of the Company and its
Subsidiaries  as  of  the  end of such month and the related consolidated income
statement and statement of cash flows for the period commencing on the first day
and ending on the last day of such month, and certified by a Responsible Officer
as  fairly  presenting,  accordance  with  GAAP (subject to ordinary, good faith
year-end  audit  adjustments),  the  financial  position  and  the  results  of
operations  of  the  Company  and  its  Subsidiaries.

7.02     Certificates; Other Information.  The Company shall furnish to the
Agent,  with  sufficient  copies  for  each  Lender:

(a)     concurrently with the delivery of the financial statements referred
to  in Section 7.01(a), a certificate of the Independent Auditor stating that in
making  the  examination  necessary  therefor  no  knowledge was obtained of any
Default  or  Event  of  Default,  except  as  specified  in  such  certificate;

(b)     concurrently  with  the delivery of the financial statements referred to
in  Sections  7.01(a),  (b)  and  (c),  a  Compliance  Certificate executed by a
Responsible  Officer;

(c)     promptly,  copies  of  all  financial  statements  and  reports that the
Company  sends  to  its shareholders, and copies of all financial statements and
regular,  periodical  or  special reports (including Forms 10K, 10Q and 8K) that
the  Company  or  any  Subsidiary  may  make  to,  or  file  with,  the  SEC;

(d)     as soon as available, but in any event not later than the 30th day after
the  end  of  each  fiscal  year,  a  copy of the plan and forecast (including a
projected  consolidated and consolidating balance sheet, statement of operations
and cash flow statement) of the Company and its Subsidiaries for the next fiscal
year;

(e)     within  30  days  after  each  anniversary of the Closing Date and on or
before  each  renewal date thereafter, new insurance certificates satisfying the
requirements  of  Section  5.01(i)(vi);

(f)     concurrently  with  delivery  of  the  financial  statements
referred  to  in  Section  7.01(c),  (i)  a  schedule of accounts receivable and
accounts  payable  agings  as  of  the  end  of  the applicable month, both on a
consolidated  and  divisional  basis,  prepared  in a manner consistent with the
Projections, (ii) a 13-week cash flow forecast for the 13-week period commencing
as  of  the  first  day  following  the  applicable  month  prepared in a manner
consistent  with the Projections and (iii) a reconciliation of actual cash flows
against  the  prior  month's  cash  flow  forecast;  and

(g)     promptly,  such  additional  information  regarding  the  business,
financial or corporate affairs of the Company or any Subsidiary as the Agent, at
the  request  of  any  Lender,  may  from  time  to  time  request.
     7.03     Notices.  The  Company  or  any Subsidiary Borrower shall promptly
notify  the  Agent  and  each  Lender:

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

(b)     of  any matter that has resulted or may reasonably be expected to result
in a Material Adverse Effect, including (i) breach or non-performance of, or any
default  under,  a  material  Contractual  Obligation  of  the  Company, Mexican
Borrower,  Canadian  Borrower  or  any  other  Subsidiary;  (ii)  any  dispute,
litigation,  investigation,  proceeding  or  suspension  involving  the Company,
Mexican Borrower, Canadian Borrower or any other Subsidiary and any Governmental
Authority;  (iii)  the  commencement  of,  or  any  material development in, any
litigation  or  proceeding  affecting  the  Company or any Subsidiary, including
pursuant  to  any applicable Environmental Laws; or (iv) any other Environmental
Claims;

(c)     of  the  occurrence of any of the following events affecting the Company
or any ERISA Affiliate (but in no event more than 10 days after such event), and
deliver  to  the Agent and each Lender a copy of any notice with respect to such
event  that is filed with a Governmental Authority and any notice delivered by a
Governmental  Authority  to  the  Company or any ERISA Affiliate with respect to
such  event:
(i)     an  ERISA  Event;

(ii)     a  material  increase  in the Unfunded Pension Liability of any Pension
Plan;

(iii)     the  adoption  of,  or  the commencement of contributions to, any Plan
subject  to  Section  412  of the Code by the Company or any ERISA Affiliate; or

(iv)     the  adoption  of any amendment to a Plan subject to Section 412 of the
Code,  if  such  amendment  results  in  a material increase in contributions or
Unfunded  Pension  Liability.

(d)     of  any  material  change  in  accounting  policies  or  financial
reporting  practices  by  the  Company  or any of its consolidated Subsidiaries;

(e)     upon,  but  in  no  event  later  than 15 days after, any officer of the
Company  or  any  Subsidiary  becoming  aware  of  (i)  any and all enforcement,
investigation,  cleanup,  removal  or  other  governmental or regulatory actions
instituted, completed or threatened against the Company or any Subsidiary or any
of  their  respective  properties  pursuant to any applicable Environmental Laws
which  could  reasonably be expected to have a Material Adverse Effect, (ii) all
other  material  Environmental  Claims,  and  (iii) any environmental or similar
condition  on  any real property adjoining or in the vicinity of the property of
the Company or any Subsidiary that could reasonably be anticipated to cause such
property  of the Company or such Subsidiary or any part thereof to be subject to
any material restrictions on the ownership, occupancy, transferability or use of
such  property  under  any  Environmental  Laws;

(f)     upon  the  request  from time to time of the Agent, the Swap Termination
Values,  together  with  a  description  of the method by which such values were
determined, relating to any then-outstanding Swap Contracts to which the Company
or  any  of  its  Subsidiaries  is  party;  and

(g)     upon  its  delivery  to,  or receipt from, the trustee or any noteholder
under the Subordinated Debt Indenture, any notice or certificate with respect to
the  Company's compliance, noncompliance, or any default, "Event of Default" (or
alleged  noncompliance,  default  or  "Event  of  Default")  or  any exercise or
threatened  exercise  of remedies under the Subordinated Debt Indenture (and the
Company  shall  concurrently  with  the delivery of such notice to the Agent and
each  Lender,  provide  the  Agent and each Lender with copies of such notice or
certificate).
Each  notice under this Section shall be accompanied by a written statement by a
Responsible Officer setting forth details of the occurrence referred to therein,
and  stating what action the Company or any affected Subsidiary proposes to take
with  respect thereto and at what time.  Each notice under Section 7.03(a) shall
describe  with particularity any and all clauses or provisions of this Agreement
or  other  Loan  Document  that  have  been (or foreseeably will be) breached or
violated.

7.04     Preservation  of Corporate Existence, Etc.  The Company shall, and
shall  cause  each  Subsidiary  to:

(a)     preserve  and  maintain  in  full  force  and  effect its corporate
existence  and  good  standing  under  the  laws of its state or jurisdiction of
incorporation;

(b)     preserve  and maintain in full force and effect all governmental rights,
privileges,  qualifications,  permits,  licenses  and  franchises  necessary  or
desirable  in  the  normal  conduct  of  its business, except in connection with
transactions  permitted by Section 8.03 and sales of assets permitted by Section
8.02;

(c)     use  reasonable efforts, in the ordinary course of business, to preserve
its  business  organization  and  goodwill;  and

(d)     preserve or renew all of its registered patents, trademarks, trade names
and service marks, the non-preservation of which could reasonably be expected to
have  a  Material  Adverse  Effect.

7.05     Maintenance  of  Property.  The  Company shall maintain, and shall
cause  each  Subsidiary to maintain, and preserve all its property which is used
or useful in its business in good working order and condition, ordinary wear and
tear  excepted  and  make  all  necessary  repairs  thereto  and  renewals  and
replacements  thereof.

7.06     Insurance.  The Company shall maintain, and shall cause each Subsidiary
to  maintain,  with  financially  sound  and  reputable  independent  insurers,
insurance  with respect to its properties and business against loss or damage of
the  kinds customarily insured against by Persons engaged in the same or similar
business,  of  such  types  and in such amounts as are customarily carried under
similar  circumstances  by  such  other Persons; including workers' compensation
insurance,  public  liability  and  property and casualty insurance which amount
shall  not be materially reduced by the Company in the absence of 30 days' prior
written notice to the Agent.  If the Company fails to provide evidence of any of
the  insurance  coverage  required  in  this  section,  the  Agent  may purchase
insurance  at  the  Company's  expense  to  protect the Agent's and the Lenders'
interest  in  the  Collateral.  Such  insurance  may,  but need not, protect the
Company's or its Subsidiaries' interests.  The coverage that the Agent purchases
may not pay any claim that the Company or any Subsidiary makes or any claim that
is made against the Company or any Subsidiary in connection with the Collateral.
The  Company  may  later  cancel  any insurance purchased by the Agent, but only
after  providing  the  Agent  with  evidence  that  the Company has obtained the
insurance  as  required  in this section.  If the Agent purchases insurance with
respect to the Collateral, the Company will be responsible for the costs of that
insurance,  including  interest  and  any  other charges the Agent may impose in
connection  with the placement of the insurance, until the effective date of the
cancellation  or expiration of the insurance.  The costs of the insurance may be
added  to the existing balance of the Obligations and shall be reimbursed by the
Company  upon  demand  therefor by the Agent.  The costs of the insurance may be
more  than  the  cost of the insurance the Company is able to obtain on its own.
In  the event of a casualty loss, the net insurance proceeds from such insurance
policies shall be paid and applied as provided in Section 2.07(e).  All casualty
insurance  maintained  by the Company shall name the Agent as loss payee and all
liability  insurance  shall name the Agent as additional insured for the benefit
of  the Lenders, as their interests may appear. Upon request of the Agent or any
Lender,  the  Company  shall  furnish the Agent, with sufficient copies for each
Lender,  at  reasonable  intervals  (but not more than once per calendar year) a
certificate  of  a  Responsible Officer of the Company (and, if requested by the
Agent,  any insurance broker of the Company) setting forth the nature and extent
of  all  insurance  maintained by the Company and its Subsidiaries in accordance
with  this  Section  or  any  Collateral  Documents (and which, in the case of a
certificate  of  a  broker,  were  placed  through  such  broker).

7.07     Payment  of  Obligations.  The  Company  shall,  and  shall  cause each
Subsidiary  to,  pay and discharge as the same shall become due and payable, all
their  respective  obligations  and  liabilities,  including:

(a)     all tax liabilities, assessments and governmental charges or levies
upon it or its properties or assets, unless the same are being contested in good
faith  by  appropriate proceedings and adequate reserves in accordance with GAAP
are  being  maintained  by  the  Company  or  such  Subsidiary;

(b)     all  lawful  claims  which, if unpaid, would by law become a Lien (other
than  a  Permitted  Lien)  upon  its  property;  and

(c)     all  Indebtedness,  as  and  when  due  and  payable, but subject to any
subordination  provisions  contained  in  any instrument or agreement evidencing
such  Indebtedness.

7.08     Compliance  with  Laws.  The Company shall comply, and shall cause
and  each  other  Subsidiary  to  comply,  in  all  material  respects  with all
Requirements of Law of any Governmental Authority having jurisdiction over it or
its  business  (including  the Federal Fair Labor Standards Act), except such as
may  be  contested  in  good faith or as to which a bona fide dispute may exist.

7.09     Compliance  with ERISA.  The Company shall, and shall cause each of its
ERISA  Affiliates  to:  (a)  maintain  each  Plan  in compliance in all material
respects  with the applicable provisions of ERISA, the Code and other federal or
state  law;  (b)  cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification unless such Plan is terminated; and (c) make
all  required  contributions  to  any  Plan  subject to Section 412 of the Code.

7.10     Inspection  of  Property  and  Books  and  Records.  The  Company shall
maintain  and shall cause each Subsidiary to maintain proper books of record and
account,  in  which  full,  true  and  correct  entries  in conformity with GAAP
consistently  applied  shall  be  made of all financial transactions and matters
involving  the  assets  and  business  of  the Company and such Subsidiary.  The
Company  shall  permit,  and shall cause Mexican Borrower, Canadian Borrower and
each  other Subsidiary to permit, representatives and independent contractors of
the Agent or any Lender to visit and inspect any of their respective properties,
to examine their respective corporate, financial and operating records, and make
copies  thereof or abstracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective directors, officers, and independent
public  accountants,  all  at  the expense of the Company and at such reasonable
times  during  normal  business hours and as often as may be reasonably desired,
upon  reasonable advance notice to the Company; provided, however, when an Event
of  Default  exists,  the Agent or any Lender may do any of the foregoing at the
expense  of  the  Company  at  any time during normal business hours and without
advance  notice;  provided, further, that neither the Agent nor any Lender shall
conduct any environmental testing of any owned or leased facility of the Company
or  any Subsidiary without the prior written consent of the Company, which shall
not  unreasonably  be  withheld.

7.11     Environmental  Laws.

(a)     The  Company shall, and shall cause each Subsidiary to, conduct its
operations  and  keep  and  maintain  its  property  in  compliance  with  all
Environmental  Laws,  the  violation  of  which  could reasonably be expected to
result in liability to the Company and its Subsidiaries in excess of $500,000 in
the  aggregate  (net  of  any  payments  under  insurance  policies or indemnity
agreements  which the Company or such Subsidiary reasonably expects to receive).

(b)     Upon  the  written request of the Agent or any Lender, the Company shall
submit  and  cause  each  of  its  Subsidiaries  to  submit,  to  the Agent with
sufficient  copies  for  each Lender, at the Company's sole cost and expense, at
reasonable  intervals,  a  report  providing  an  update  of  the  status of any
environmental, health or safety compliance, hazard or liability issue identified
in  any  notice  or  report  required  pursuant  to Section 7.03(e), that could,
individually or in the aggregate, result in liability in excess of $500,000 (net
of  any  payments  under  insurance  policies  or indemnity agreements which the
Company  or  such  Subsidiary  reasonably  expects  to  receive).

7.12     Use  of  Proceeds.  Each  Borrower  shall  use the proceeds of the
Revolving Loans to provide funds for working capital and other general corporate
purposes,  in each case not in contravention of any Requirement of Law or of any
Loan  Document.

7.13     Solvency.  The  Company shall at all times be, and shall cause and each
of  its  Subsidiaries  to  be,  Solvent.

7.14     Further  Assurances.

(a)     The Company shall ensure that all written information, exhibits and
reports  furnished  to  the Agent or the Lenders do not and will not contain any
untrue  statement  of  a material fact and do not and will not omit to state any
material fact or any fact necessary to make the statements contained therein not
misleading  in  light  of  the  circumstances  in  which made, and will promptly
disclose  to  the Agent and the Lenders and correct any defect or error that may
be  discovered  therein  or  in  any  Loan  Document  or  in  the  execution,
acknowledgment  or  recordation  thereof.

(b)     Promptly  upon request by the Agent or the Majority Lenders, the Company
shall  (and  shall  cause  any  of  its  Subsidiaries  to) execute, acknowledge,
deliver, record, re-record, file, re-file, register and re-register, any and all
such  further  acts,  deeds,  conveyances,  security  agreements,  mortgages,
assignments,  estoppel  certificates,  financing  statements  and  continuations
thereof, termination statements, notices of assignment, transfers, certificates,
assurances  and other instruments the Agent or such Lenders, as the case may be,
may  reasonably  require  from  time  to  time  in  order  (i) to carry out more
effectively  the  purposes of this Agreement or any other Loan Document, (ii) to
subject  any  of  the  properties,  rights  or  interests  covered by any of the
Collateral  Documents  to  the Liens created by any of the Collateral Documents,
(iii) to perfect and maintain the validity, effectiveness and priority of any of
the  Collateral Documents and the Liens intended to be created thereby, and (iv)
to better assure, convey, grant, assign, transfer, preserve, protect and confirm
to  the  Collateral  Agent  and  Lenders  the rights granted or now or hereafter
intended  to  be  granted to the Collateral Agent and the Lenders under any Loan
Document  or  under  any  other  document  executed  in  connection  therewith.

(c)     Without limiting the generality of the other provisions of this section,
the Company shall deliver, or cause to be delivered, each of the items described
in Annex 5 of Exhibit D hereof on or before the due dates respectively set forth
therein.

7.15     Foreign  Subsidiaries  Security.  If,  following  a  change in the
relevant  sections of the Code, the regulations and rules promulgated thereunder
and  any  rulings  issued  thereunder  and  at  the  request of the Agent or the
Majority  Lenders,  counsel  for  the  Company  acceptable  to the Agent and the
Majority  Lenders  does  not  within 30 days after such request deliver evidence
satisfactory  to  the  Agent  with  respect to any Foreign Subsidiary which is a
Wholly-Owned  Subsidiary  of the Company that (i) a pledge of 65% or more of the
total  combined  voting  power  of  all classes of capital stock of such Foreign
Subsidiary  entitled  to vote, (ii) the entering into by such Foreign Subsidiary
of  a guaranty in substantially the form of the Subsidiary Guaranty or (iii) the
entering  into  by  such  Foreign  Subsidiary  of  a  security  agreement  in
substantially the form of the Security Agreement, in either case would cause the
earnings  of  such Foreign Subsidiary to be treated as a deemed dividend to such
Foreign  Subsidiary's United States parent or would otherwise violate a material
applicable  law, then in the case of a failure to deliver the evidence described
in  clause  (i)  above,  that  portion  of such Foreign Subsidiary's outstanding
capital  stock not theretofore pledged pursuant to the Pledge Agreement shall be
pledged  to  the Collateral Agent for the benefit of the Lenders pursuant to the
Pledge  Agreement (or another pledge agreement in substantially similar form, if
needed),  (ii)  in  the  case  of a failure to deliver the evidence described in
clause  (ii) above, such Foreign Subsidiary shall execute and deliver a guaranty
of  the  Obligations  of  the Company under the Loan Documents, and (iii) in the
case  of a failure to deliver the evidence described in clause (iii) above, such
Foreign  Subsidiary  shall execute and deliver a security agreement granting the
Collateral  Agent  for  the benefit of the Lenders a security interest in all of
such  Foreign  Subsidiary's  assets,  in  each case with all documents delivered
pursuant  to  this  Section 7.15 to be in form and substance satisfactory to the
Agent  and  the  Majority  Lenders.

7.16     Bancomer  Financing.      The  Company  shall  exert  its  good  faith
reasonable  efforts to close, as soon as practicable after the Closing Date, the
Bancomer  Financing  on  the terms and conditions set forth in Schedule 1.01 and
otherwise  on  terms  acceptable  to  the  Majority  Lenders.

7.17     Consultants.  The  Company  shall  continue  to  employ the services of
Development  Specialists,  Inc.  (or another comparable consultant acceptable to
the  Agent)  in  a  manner  and  scope  acceptable  to  the  Agent.

7.18     SubDebt  Consent  Solicitation.  The Company shall exert its good faith
reasonable  efforts  to  commence  and successfully complete the SubDebt Consent
Solicitation  and  to  enter  into  with the trustee under the Subordinated Debt
Indenture  a  supplemental  indenture  substantially  in  the  form of Exhibit E
hereto.
                                  ARTICLE VIII

                               NEGATIVE COVENANTS

So  long  as any Lender shall have any Commitment hereunder, or any Loan or
other  Obligation  shall  remain  unpaid or unsatisfied, or any Letter of Credit
shall  remain  outstanding,  unless  the  Majority  Lenders  waive compliance in
writing:

8.01     Limitation  on Liens.  The Company shall not, and shall not suffer
or permit any Subsidiary to, directly or indirectly, make, create, incur, assume
or  suffer  to  exist any Lien upon or with respect to any part of its property,
whether  now  owned  or hereafter acquired, other than the following ("Permitted
Liens"):

(a)     any Lien (other than a Lien on the Collateral) existing on property
of  the  Company or any Subsidiary on the Closing Date and set forth in Schedule
8.01  securing  Indebtedness  outstanding  on  such  date;

(b)     any  Lien  created  under  any  Loan  Document;

(c)     Liens  for  taxes, fees, assessments or other governmental charges which
are  not  delinquent  or  remain  payable without penalty, or to the extent that
non-payment  thereof  is  permitted  by Section 7.07, provided that no notice of
lien  has  been  filed  or  recorded  under  the  Code;

(d)     carriers',  warehousemen's,  mechanics',  landlords',  materialmen's,
repairmen's  or  other  similar Liens arising in the ordinary course of business
which  are  not  delinquent or remain payable without penalty or which are being
contested  in  good faith and by appropriate proceedings, which proceedings have
the effect of preventing the forfeiture or sale of the property subject thereto;

(e)     Liens  (other  than  any Lien imposed by ERISA) consisting of pledges or
deposits required in the ordinary course of business in connection with workers'
compensation,  unemployment  insurance  and  other  social security legislation;

(f)     Liens  on  the  property of the Company or a Subsidiary securing (i) the
non-delinquent  performance  of  bids,  trade contracts (other than for borrowed
money), leases, statutory obligations, (ii) contingent obligations on surety and
appeal  bonds,  and  (iii) other non-delinquent obligations of a like nature; in
each  case, incurred in the ordinary course of business, provided all such Liens
in  the  aggregate would not (even if enforced) cause a Material Adverse Effect;

(g)     Liens consisting of judgment or judicial attachment liens, provided that
the  enforcement  of  such Liens is effectively stayed and all such liens in the
aggregate  at  any  time outstanding for the Company and its Subsidiaries do not
exceed  $500,000 (to the extent not covered by independent third-party insurance
as  to  which  the  insurer  does  not  dispute  coverage);

(h)     easements,  rights-of-way,  restrictions  and other similar encumbrances
incurred  in  the  ordinary  course of business which, in the aggregate, are not
substantial  in amount, and which do not in any case materially detract from the
value  of the property subject thereto or interfere with the ordinary conduct of
the  businesses  of  the  Company  and  its  Subsidiaries;

(i)     Liens  (including  Liens under Capital Leases) in respect of property or
assets  acquired  or  constructed  by the Company or a Subsidiary after the date
hereof,  which  Liens  are  created  at the time of acquisition or completion of
construction  of  such property or asset or within 20 days thereafter, to secure
Indebtedness  assumed  or  incurred  to  finance all or any part of the purchase
price or cost of construction of such property or asset, (ii) in the case of any
Person  that  hereafter  becomes  a Subsidiary or is consolidated with or merged
with  or  into  Borrower or a Subsidiary, Liens existing at the time such Person
becomes  a  Subsidiary  or  is  so  consolidated  or merged (and not incurred in
anticipation  thereof),  (iii)  in the case of any property or asset acquired by
Borrower  or  any  Subsidiary  after  the  Closing  Date, Liens existing on such
property  or  asset  at  the  time  of  acquisition thereof (and not incurred in
anticipation  thereof),  whether  or  not  the  Indebtedness  secured thereby is
assumed  by  Borrower  or  a  Subsidiary;  provided,  that  in  any  such  case:

(x)     no  such Lien shall extend to or cover any other property or assets
of  the  Company  or  of  such  Subsidiary,  as  the  case  may  be,  and

(y)     the  aggregate  principal amount of the Indebtedness secured by all such
Liens  in  respect  of  any such property or assets shall not exceed 100% of the
fair market value of such property or assets at the time of such acquisition or,
in  the  case of a Lien in respect of property or assets existing at the time of
such  Person  becoming a Subsidiary or being so consolidated or merged, the fair
market  value  of the property or assets acquired at such time and the amount of
Indebtedness of the Company and its Domestic Subsidiaries secured on the date of
issuance  of  such  Liens  shall  not  be less than 80% of the fair market value
unless  the  Agent  shall  have  a  perfected  second  lien  on  such equipment;
and  any  extension,  renewal  or  replacement thereof but only if the principal
amount  of  the Indebtedness secured thereby is not increased and, such Liens do
not  extend to or cover any other property or assets, provided further, that the
aggregate  principal  amount  of Indebtedness secured by Liens permitted by this
Section  8.01(i)  does  not  exceed, at any time outstanding, an amount equal to
$15,000,000  less  the  amount  of  Indebtedness outstanding and permitted under
Section  8.05(d);

(j)     Liens  arising  solely  by  virtue  of  any statutory or common law
provision  relating  to  banker's liens, rights of set-off or similar rights and
remedies  as  to  deposit  accounts  or  other  funds maintained with a creditor
depository  institution;  provided  that  (i)  such  deposit  account  is  not a
dedicated  cash  collateral  account  and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated by
the  FRB,  and  (ii)  such deposit account is not intended by the Company or any
Subsidiary  to  provide  collateral  to  the  depository  institution;  and

(k)     Liens  on  property  the  subject  of  synthetic  leases,  tax retention
operating leases or other similar off-balance sheet financing arrangements which
secure  Indebtedness  permitted  by  Section  8.05(d);

(l)     Liens  securing  Indebtedness  incurred  in connection with the Bancomer
Financing  to  the  extent  such  Indebtedness  is permitted pursuant to Section
8.05(i);  and

(m)     Liens  securing  Permitted  Foreign  Subsidiary  Indebtedness;  and

(n)     Liens securing the Company's Indebtedness to the ING Funds under the ING
Loan  Agreement and the Domestic Subsidiaries' Guaranty Obligations with respect
thereto,  in  each  case  subject  to  the  ING  Intercreditor  Agreement.

8.02     Disposition  of  Assets.  The  Company  shall  not,  and shall not
suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease,
convey,  transfer  or  otherwise  dispose  of  (whether  in  one  or a series of
transactions)  any  property  (including  accounts and notes receivable, with or
without  recourse)  or  enter  into  any  agreement  to do any of the foregoing,
except:

(a)     sales  of inventory in the ordinary course of the Company's and the
Subsidiaries'  business (other than bulk sales of inventory or sales of scrap or
obsolete  inventory);

(b)     sales  of  obsolete  equipment  and  scrap  inventory  for  up  to
$1,500,000  in  gross  consideration  after  the  Closing  Date;

(c)     the  Flow  Sale;  and

(d)     the  sale  of  the  Company's  and  its  Subsidiaries'  interest in real
property  and  fixtures  relating  to  their  Melrose  Park,  Illinois facility,
provided  that  (i) the gross consideration for such sale shall not be less than
$3,150,000,  (ii)  the  Net  Proceeds  thereof  (after deduction for all closing
costs,  expenses,  commissions, fees, and for the payment in full in cash on all
of  the  obligations secured by the first mortgage encumbering such property and
held  by  Standard Car and Truck Company) shall not be less than an amount equal
to  90%  of  the  aggregate  gross  consideration thereof, minus the outstanding
principal  balance of such first mortgage obligations, and (iii) all of such Net
Proceeds  (net  of  payment  of such first mortgage obligations) shall have been
paid  and  applied  in  accordance  with  Section  2.07(e)  hereof.

8.03     Consolidations  and Mergers.  The Company shall not, and shall not
suffer  or permit any Subsidiary to, merge, consolidate with or into, or convey,
transfer,  lease  or  otherwise  dispose  of (whether in one transaction or in a
series  of  transactions)  all  or  substantially all of its assets (whether now
owned  or  hereafter  acquired)  to  or  in  favor  of  any  Person,  except:

(a)     any  Domestic  Subsidiary may merge with the Company, provided that
the Company shall be the continuing or surviving corporation, or with any one or
more  Wholly-Owned  Subsidiaries  which  is  a  Credit  Party, provided that the
Wholly-Owned Domestic Subsidiary which is a Credit Party shall be the continuing
or  surviving  corporation;

(b)     any  Domestic Subsidiary may sell all or substantially all of its assets
(upon  voluntary  liquidation  or  otherwise),  to  the  Company  or  another
Wholly-Owned  Domestic  Subsidiary  which  is  a  Credit  Party;

(c)     any  Foreign  Subsidiary may be merged with and into, or be dissolved or
liquidated  into,  or  transfer  any  of its assets to, any Wholly-Owned Foreign
Subsidiary  so  long  as  in each case at least 65% of the total combined voting
power of all classes of capital stock of all first-tier Foreign Subsidiaries are
pledged  pursuant  to  the  Pledge  Agreements;  and

(d)     the  assets  of any Foreign Subsidiary may be transferred to the Company
or  any  of  its Wholly-Owned Domestic Subsidiaries which is a Credit Party, and
any  Foreign  Subsidiary  may  be  merged  with  and  into,  or  be dissolved or
liquidated  into,  the  Company or any of its Wholly-Owned Domestic Subsidiaries
which  is  a  Credit  Party so long as the Company or such Wholly-Owned Domestic
Subsidiary  is  the  surviving  corporation  of  any such merger, dissolution or
liquidation.

8.04     Loans and Investments.  The Company shall not purchase or acquire,
or  suffer  or  permit  any  Subsidiary  to  purchase  or  acquire,  or make any
commitment  therefor,  any capital stock, equity interest, or any obligations or
other  securities  of, or any interest in, any Person, or make or commit to make
any  Acquisitions,  or  make  or  commit to make any advance, loan, extension of
credit  or  capital  contribution  to  or  any  other  investment in, any Person
including  any  Affiliate  of the Company (together, "Investments"), except for:

(a)     Investments  existing  on the date hereof and described on Schedule
8.04;

(b)     Investments  held  by  the  Company  or  Subsidiary  in the form of Cash
Equivalents;

(c)     extensions  of  credit  in  the  nature  of accounts receivable or notes
receivable  arising  from the sale or lease of goods or services in the ordinary
course  of  business;

(d)     extensions  of credit by the Company or any Subsidiary to the Company or
any  Subsidiary;  provided,  that  (i)  any such extension of credit by a Credit
Party  shall  be  evidenced  by  a  promissory  note,  in  form  and  substance
satisfactory  to  the  Agent, and such promissory note shall be delivered to the
Agent pursuant to the relevant Pledge Agreement, (ii) in the case of any loan or
advance  to  any Credit Party, unless subject to an effective pledge pursuant to
the  immediately preceding clause, such loan or advance shall be subordinated to
the  indefeasible payment in full of such Credit Party's obligations pursuant to
this  Agreement and the other Loan Documents and (iii) the aggregate outstanding
principal  balance  of all extensions of credit to any Subsidiary which is not a
Credit  Party  shall  not,  at  any  time,  exceed  $1,000,000;

8.05     Limitation  on Indebtedness.  The Company shall not, and shall not
suffer  or  permit any Subsidiary to, create, incur, assume, suffer to exist, or
otherwise  become  or  remain directly or indirectly liable with respect to, any
Indebtedness,  except:

(a)     Indebtedness  incurred  pursuant  to  this  Agreement;

(b)     Indebtedness  consisting of Contingent Obligations permitted pursuant to
Section  8.08;

(c)     the  Subordinated  Debt and other Indebtedness existing on the Effective
Date  and  set  forth  in  Schedule  8.05;

(d)     Indebtedness  consisting  of  synthetic  leases, tax retention operating
leases or other similar off-balance sheet financing products entered into by the
Company  or  any  Subsidiary  in the ordinary course of business in an aggregate
amount  not  to  exceed,  at  any  time  outstanding,  an  amount  equal  to (i)
$15,000,000,  minus  (ii)  the  amount of Indebtedness outstanding and permitted
under  clause  (e)  of  this  section;

(e)     Indebtedness  secured  by  Liens  permitted  by  Section  8.01(i)  in an
aggregate  principal  amount  not  to  exceed at any time outstanding, an amount
equal  to  (i)  $15,000,000  and (ii) the amount of Indebtedness outstanding and
permitted  under  clause  (d)  of  this  section;

(f)     Indebtedness  of any Foreign Subsidiary pursuant to unsecured over-draft
lines  or  similar  extensions  of  credit  in  an  aggregate  principal  amount
outstanding  for  all  Foreign  Subsidiaries  at  any  one  time  not  to exceed
$5,000,000  ("Permitted  Foreign  Subsidiary  Indebtedness");

(g)     Intercompany Indebtedness to the extent any such loan is permitted to be
made  by  the  lender  under  Section  8.04(d);

(h)     Indebtedness  consisting  of  the  ING  Loan  and  subject  to  the  ING
Intercreditor  Agreement  in  an  aggregate  outstanding principal amount not to
exceed  $15,000,000,  provided  that  such  Indebtedness shall only be permitted
until  July 15, 2001 and shall be repaid in full on or before such date with the
proceeds of the issuance and sale by the Company of the Series C Preferred Stock
pursuant  to  the  Series  C  Preferred  Agreement;  and

(i)     Indebtedness  of  the  Mexican  Borrower in connection with the Bancomer
Financing in an aggregate principal amount not to exceed $15,000,000 pursuant to
agreements  and  documents  approved  in  writing  by  the  Majority  Lenders.

8.06     Transactions  with  Affiliates.  The  Company shall not, and shall
not  suffer  or  permit  any  Subsidiary to, enter into any transaction with any
Affiliate  of  the  Company,  except  upon  fair  and  reasonable  terms no less
favorable  to  the  Company or such Subsidiary than would obtain in a comparable
arm's-length  transaction  with a Person not an Affiliate of the Company or such
Subsidiary.

8.07     Use  of  Proceeds.   The  Company  shall  not,  and shall not suffer or
permit  Mexican  Borrower, Canadian Borrower or any other Subsidiary to, use any
portion  of  the  Loan proceeds or any Letter of Credit, directly or indirectly,
(i)  to  purchase  or  carry  Margin Stock, (ii) to repay or otherwise refinance
indebtedness  of  the  Company  or  others  incurred to purchase or carry Margin
Stock,  (iii)  to  extend  credit  for the purpose of purchasing or carrying any
Margin Stock, or (iv) to acquire any security in any transaction that is subject
to  Section  13  or  14  of  the  Exchange  Act.

8.08     Contingent  Obligations.  The  Company  shall  not,  and shall not
suffer or permit any Subsidiary to, create, incur, assume or suffer to exist any
Contingent  Obligations  except:

(a)     indorsements  for  collection  or deposit in the ordinary course of
business;

(b)     Permitted  Swap  Obligations;

(c)     Contingent  Obligations  of the Company and its Subsidiaries existing as
of  the  Closing  Date  and  listed  in  Schedule  8.08;

(d)     Contingent  Obligations of the Company with respect to Permitted Foreign
Subsidiary  Indebtedness;

(e)     Contingent  Obligations  of  the  Company  arising under this Agreement;

(f)     Contingent  Obligations  of the Company with respect to operating leases
entered  into  by a Subsidiary of the Company or with respect to the performance
of  contractual  obligations  of a Subsidiary incurred in the ordinary course of
business;  and

(g)     Contingent Obligations constituting Indebtedness and expressly permitted
by  Section  8.02.

8.09     Restricted  Payments.

(a)      The  Company  shall  not,  and  shall  not  suffer  or  permit any
Subsidiary  to,  declare  or  make any dividend payment or other distribution of
assets,  properties,  cash,  rights, obligations or securities on account of any
shares  of  any  class  of  its capital stock (including, without limitation any
termination  or  break-up  fees  in  connection  with  the  Series  C  Preferred
Agreement), or purchase, redeem or otherwise acquire for value any shares of its
capital  stock or any warrants, rights or options to acquire such shares, now or
hereafter  outstanding,  except  that:

(i)     the  Company  may  declare  and  make  dividend  payments  or other
distributions  payable  solely  in  its  common  stock;

(ii)     the  Company  shall  be  permitted  to (A) make, on the Closing Date, a
dividend  in  an  amount  not  to exceed $1,139,841 with respect to its Series B
Preferred Stock pursuant to the terms of the Series B Exchange Agreement and (B)
exchange  its  Series  B  Preferred  Stock  for  its  Series B-1 Preferred Stock
pursuant  to  the  Series  B  Exchange  Agreement;  and

(iii)     any  Wholly-Owned Subsidiary may declare and make dividend payments or
other  distributions to the Company or a Wholly-Owned Subsidiary of the Company.

(b)     The Company shall not, and shall not permit any Domestic Subsidiary
to, make (or give any notice in respect of) any voluntary or optional payment or
prepayment  on,  or redemption or acquisition for value of, any Indebtedness for
borrowed  money  incurred or permitted to exist under this Agreement, other than
Indebtedness  evidenced  by  the  Notes.  Without limiting the generality of the
foregoing,  the  ING Loans may only be repaid (whether voluntarily or otherwise)
with  the  proceeds of the issuance and sale of the Company's Series C Preferred
Stock  pursuant  to  the  Series  C Preferred Agreement and may not be otherwise
repaid  (directly  or  by  setoff), prepaid or repurchased nor shall any accrued
interest  with  respect  thereto  be  paid  in  cash  with  respect  thereto.

8.10     ERISA.  The  Company shall not, and shall not suffer or permit any
of  its  Subsidiaries to, (i) terminate any Plan subject to Title IV of ERISA so
as  to result in any material (in the opinion of the Majority Lenders) liability
to  the  Company or any ERISA Affiliate, (ii) permit to exist any ERISA Event or
any  other  event  or  condition,  which presents the risk of a material (in the
opinion  of  the  Majority  Lenders)  liability  to any member of the Controlled
Group,  (iii) make a complete or partial withdrawal (within the meaning of ERISA
Section  4201)  from  any Multiemployer Plan so as to result in any material (in
the  opinion  of  the  Majority  Lenders)  liability to the Company or any ERISA
Affiliate  or, (iv) enter into any new Plan or modify any existing Plan so as to
increase  its  obligations thereunder which could result in any material (in the
opinion  of  the  Majority  Lenders)  liability  to any member of the Controlled
Group.

8.11     Change  in  Business.  The  Company  shall not, and shall not suffer or
permit  any Subsidiary to, engage in any material line of business substantially
different  from  those  lines  of  business  carried  on  by the Company and its
Subsidiaries  on  the  date  hereof.

8.12     Accounting  Changes.  The  Company  shall  not, and shall not suffer or
permit any Subsidiary to, make any significant change in accounting treatment or
reporting  practices,  except  as required by GAAP, or change the fiscal year of
the  Company  or  of  any  Subsidiary.

8.13     EBITDA.  The  Company  shall  not  permit its EBITDA for any period set
forth  below  to  be  less than the amount set forth below opposite such period:

          Period                              Amount

     May  1,  2001  through
     June  30,  2001                              $2,250,000

     May  1,  2001  through
     September  30,  2001                         $8,500,000

     May  1,  2001  through
     December  31,  2001                         $16,000,000

     May  1,  2001  through
     March  31,  2002                            $26,982,000

     Four  Fiscal  Quarters
     ending  June  30,  200                      $38,101,000

     Four  Fiscal  Quarters
     ending  September  30,  2002                $46,240,000

     Four  Fiscal  Quarters
     ending  December  31,  2002                $53,128,000.

8.14     Irregular  Items.  The  Company  shall  not  incur total Irregular
Items during any period set forth below in an amount in excess of the amount set
forth  below  in the first column opposite such period or incur cash or non-cash
Irregular  Items  during  such periods in excess of the amounts respectively set
forth  below  in  the  second  and  third  columns  opposite  such  period:

<TABLE>
<CAPTION>

                                                    Total        Cash        Non-Cash
Period                                              Amount       Amount       AMount
<S>                                             <C>          <C>         <C>
Fiscal Quarter ending June 30, 2001
                                                $15,000,000  $6,000,000  $  9,000,000
Two Fiscal Quarters ending September 30, 2001
                                                $15,000,000  $6,000,000  $  9,000,000
Three Fiscal Quarters ending December 31, 2001
                                                $15,000,000  $6,000,000  $  9,000,000
Four Fiscal Quarters ending March 31, 2002
                                                $17,000,000  $6,800,000  $ 10,200,000
Five Fiscal Quarters ending June 30, 2002
                                                $19,000,000  $7,600,000  $ 11,400,000
Six Fiscal Quarters ending September 30, 2002
                                                $21,000,000  $8,400,000  $ 12,600,000
Seven Fiscal Quarters ending December 31, 2002
                                                $23,000,000  $9,200,000  $13,800,000.
</TABLE>

              Period                              Amount

     Fiscal  Quarter  ending
     June  30,  2001                                  $5,000,000

     Two  Fiscal  Quarters  ending
     September  30,  2001                            $10,000,000

     Three  Fiscal  Quarters  ending
     December  31,  2001                             $15,000,000

     Four  Fiscal  Quarters  ending
     March  31,  2002                                $17,000,000

     Five  Fiscal  Quarters
     ending  June  30,  2002                         $19,000,000

     Six  Fiscal  Quarters
     ending  September  30,  2002                    $21,000,000

     Seven  Fiscal  Quarters
     ending  December  31,  2002                    $23,000,000.

8.15     Collateral  Coverage  Ratio.  The  Company  shall  not  permit its
Collateral Coverage Ratio as of the last day of any calendar month ending during
any  period  set  forth below to be less than the ratio set forth below opposite
such  period:

          Period                                        Ratio

     April  1,  2001  through
     June  30,  2001                                1.24  to  1.00

     July  1,  2001  through
     March  31,  2002                               1.19  to  1.00

     April  1,  2002  through
     September  30,  2002                           1.21  to  1.00

     October  1,  2002  and
     all  times  thereafter                         1.22  to  1.00.

8.16     Capital  Expenditures.  The  Company  and  its  consolidated
Subsidiaries shall not make or commit to make Capital Expenditures during either
period  set  forth  below  in an amount in excess of the amounts set forth below
opposite  such  periods:

          Period                                      Amount
     April  1,  2001  through
     December  31,  2001                         $  9,000,000

     January  1,  2002  through
     December  31,  2002                         $12,000,000.

8.17     Subordinated  Debt.  Except  pursuant  to a supplemental indenture
substantially  in  the  form  of  Exhibit  E  which would be entered into upon a
successful  completion of the SubDebt Consent Solicitation, the Company will not
modify,  supplement  or  amend  the  Subordinated  Debt  Indenture  or any other
instrument  entered  into  or  issued in respect of the Subordinated Debt (other
than  modifications  which do not make any provisions thereof more burdensome or
onerous, and are not otherwise adverse, to the Company, any of its Subsidiaries,
or  the  Lenders).

8.18          Material  Agreements.  The  Company will not modify, supplement or
amend  any  of  the Restructuring Documents other than the Loan Documents (other
than  modifications  which do not make any provisions thereof more burdensome or
onerous, and are not otherwise adverse, to the Company, any of its Subsidiaries,
or  the  Lenders).

                                   ARTICLE IX

                                EVENTS OF DEFAULT

9.01     Event of Default.  Any of the following shall constitute an "Event
of  Default":

(a)     Non-Payment.  Any  Borrower  fails to pay, (i) when and as required
to be paid herein, any amount of principal of any Loan or of any L/C Obligation,
or  (ii)  within  five days after the same becomes due, any interest, fee or any
other  amount  payable  hereunder  or  under  any  other  Loan  Document;  or

(b)     Representation  or  Warranty.  Any  representation  or  warranty  by any
Credit Party made or deemed made herein, in any other Loan Document, or which is
contained  in  any certificate, document or financial or other statement by such
Credit  Party,  or  any  Responsible  Officer,  furnished at any time under this
Agreement,  or in or under any other Loan Document, is incorrect in any material
respect  on  or  as  of  the  date  made  or  deemed  made;  or

(c)     Specific  Defaults.  Any  Credit  Party  fails to perform or observe any
term,  covenant or agreement contained in any of Sections 7.01, 7.02, 7.03, 7.09
or  7.14(c)  or  in  Article  VIII;  or

(d)     Other  Defaults.  Any Credit Party fails to perform or observe any other
term  or  covenant  contained  in this Agreement or any other Loan Document, and
such default shall continue unremedied for a period of 20 days after the earlier
of  (i) the date upon which a Responsible Officer knew or reasonably should have
known  of  such  failure  or  (ii) the date upon which written notice thereof is
given  to  the  Company  by  the  Agent  or  any  Lender;  or

(e)     Cross-Default.  (i)  The Company or any Subsidiary (A) fails to make any
payment  in  respect  of  any  Indebtedness  (including,  without limitation the
Subordinated  Debt,  and  the  ING Loan) or Contingent Obligation (other than in
respect  of  Swap  Contracts), having an aggregate principal amount of more than
$500,000  when  due  (whether  by  scheduled  maturity,  required  prepayment,
acceleration,  demand,  or  otherwise)  and  such  failure  continues  after the
applicable grace or notice period, if any, specified in the relevant document on
the date of such failure; or (B) fails to perform or observe any other condition
or  covenant,  or  any  other  event  shall  occur or condition exist, under any
agreement  or  instrument  relating  to  any  such  Indebtedness (other than the
Subordinated  Debt)  or  Contingent Obligation, and such failure continues after
the  applicable  grace  or  notice  period,  if  any,  specified in the relevant
document  on  the  date  of such failure if the effect of such failure, event or
condition  is  to cause, or to permit the holder or holders of such Indebtedness
or  beneficiary  or beneficiaries of such Indebtedness (or a trustee or agent on
behalf  of such holder or holders or beneficiary or beneficiaries) to cause such
Indebtedness  to be declared to be due and payable prior to its stated maturity,
or  such  Contingent  Obligation to become payable or cash collateral in respect
thereof to be demanded; or (C) at any time prior to the earlier of July 15, 2001
and  a  successful  completion  of  the SubDebt Consent Solicitation and related
waiver  and modification of the Subordinated Debt Indenture, fails to perform or
observe  any  other  condition  or  covenant,  or any other event shall occur or
condition  exist,  under  the  Subordinated  Debt  Indenture or any agreement or
instrument  relating  to the Subordinated Debt, such failure continues after the
applicable  grace or notice period, if any, specified in therein, and the holder
or  holders of such Subordinated Debt or the trustee under the Subordinated Debt
Indenture causes any such Subordinated Debt to be declared to be due and payable
prior  to its stated maturity or takes any other actions to enforce its remedies
under  the terms of the Subordinated Debt Indenture with respect to such failure
(other  than the delivery of a notice of such failure by to the  Company by such
trustee)  or  to  commence  a  legal  proceeding to enforce the Company's or any
Subsidiaries'  obligations  thereunder  or  to  commence  any action against the
Company or any Subsidiaries of the types described in Section 9.01(g); or (D) at
any  time  after the earlier of July 15, 2001 and a successful completion of the
SubDebt  Consent  Solicitation  and  related  waiver  and  modification  of  the
Subordinated  Debt Indenture, fails to perform or observe any other condition or
covenant,  or  any  other  event  shall  occur  or  condition  exist,  under the
Subordinated  Debt  Indenture  or  any  agreement  or instrument relating to the
Subordinated  Debt,  and  such  failure  continues after the applicable grace or
notice period, if any, specified therein if the effect of such failure, event or
condition  is  to cause, or to permit the holder or holders of such Subordinated
Debt  or  the  trustee  under  the  Subordinated  Debt  Indenture  to  cause any
Subordinated  Debt  to  be  declared  to  be due and payable prior to its stated
maturity;  or (E) fails to repay, in full, on or prior to July 15, 2001, the ING
Loan  with the proceeds of the Company's issuance and sale of Series C Preferred
Stock  pursuant to the terms and conditions of the Series C Preferred Agreement;
or  (ii)  there  occurs  under  any  Swap Contract an Early Termination Date (as
defined  in  such  Swap  Contract) resulting from (1) any event of default under
such  Swap  Contract as to which the Company or any Subsidiary is the Defaulting
Party  (as  defined  in  such Swap Contract) or (2) any Termination Event (as so
defined)  as  to which the Company or any Subsidiary is an Affected Party (as so
defined),  and,  in either event, the Swap Termination Value owed by the Company
or  such  Subsidiary  as  a  result  thereof  is  greater  than  $500,000;  or

(f)     Insolvency;  Voluntary  Proceedings.  The  Company  or  any  of  its
Subsidiaries  (i)  ceases  or fails to be solvent, or generally fails to pay, or
admits in writing its inability to pay, its debts as they become due, subject to
applicable  grace periods, if any, whether at stated maturity or otherwise; (ii)
voluntarily  ceases  to  conduct  its  business  in  the  ordinary course; (iii)
commences  any  Insolvency  Proceeding with respect to itself; or (iv) takes any
action  to  effectuate  or  authorize  any  of  the  foregoing;  or

(g)     Involuntary  Proceedings.  (i)  Any involuntary Insolvency Proceeding is
commenced  or filed against the Company or any of its Subsidiaries, or any writ,
judgment,  warrant  of  attachment,  execution  or similar process, is issued or
levied  against  a substantial part of the Company's or any of its Subsidiaries'
properties,  and any such proceeding or petition shall not be dismissed, or such
writ, judgment, warrant of attachment, execution or similar process shall not be
released,  vacated  or fully bonded within 60 days after commencement, filing or
levy;  (ii)  the  Company  or  any  of  its  Subsidiaries  admits  the  material
allegations  of  a petition against it in any Insolvency Proceeding, or an order
for  relief  (or  similar order under non-U.S. law) is ordered in any Insolvency
Proceeding;  or  (iii)  the Company or any of its Subsidiaries acquiesces in the
appointment  of  a  receiver,  trustee,  custodian,  conservator,  liquidator,
mortgagee  in possession (or agent therefor), or other similar Person for itself
or  a  substantial  portion  of  its  property  or  business;  or

(h)     ERISA.  (i) An ERISA Event shall occur with respect to a Pension Plan or
Multiemployer  Plan which has resulted or could reasonably be expected to result
in  liability  of  the  Company  under  Title  IV  of ERISA to the Pension Plan,
Multiemployer  Plan  or  the  PBGC in an aggregate amount in excess of $500,000;
(ii)  the aggregate amount of Unfunded Pension Liability among all Pension Plans
at  any time exceeds $500,000; or (iii) the Company or any ERISA Affiliate shall
fail  to  pay when due, after the expiration of any applicable grace period, any
installment  payment with respect to its withdrawal liability under Section 4201
of  ERISA  under  a  Multiemployer  Plan  in  an  aggregate  amount in excess of
$500,000;  or

(i)     Monetary  Judgments.  One  or  more  non-interlocutory  judgments,
non-interlocutory  orders,  decrees or arbitration awards is entered against the
Company  or any Subsidiary involving in the aggregate a liability (to the extent
not  covered  by  independent third-party insurance as to which the insurer does
not  dispute  coverage)  as  to  any  single  or related series of transactions,
incidents  or  conditions,  of  $500,000  or  more,  and  the  same shall remain
unsatisfied, unvacated and unstayed pending appeal for a period of 30 days after
the  entry  thereof;  or

(j)     Non-Monetary  Judgments.  Any  non-monetary judgment, order or decree is
entered  against the Company or any Subsidiary which does or would reasonably be
expected  to have a Material Adverse Effect, and there shall be any period of 10
consecutive  days  during which a stay of enforcement of such judgment or order,
by  reason  of  a  pending  appeal  or  otherwise,  shall  not  be in effect; or

(k)     Collateral;  Intercreditor  Issues.

(i)     any provision of any Collateral Document shall for any reason cease
to be valid and binding on or enforceable against the applicable Credit Party or
any  Credit  Party  shall  so  state  in writing or bring an action to limit its
obligations  or  liabilities  thereunder;  or

(ii)     any  Collateral  Document  shall for any reason (other than pursuant to
the  terms thereof or as a result of the failure of the Collateral Agent to file
appropriate  continuation  statements) cease to create a valid security interest
in  the  Collateral  purported  to  be covered thereby or such security interest
shall  for  any  reason  cease  to  be  a  perfected and first priority security
interest  in  any material portion of such Collateral, subject only to Permitted
Liens;  or

(iii)     any  ING  Fund  shall  fail to comply with any of its obligations
under  the ING Intercreditor Agreement; or any representation or warranty of any
ING  Fund  therein  shall be incorrect in any material respect; or any provision
therein  shall  for  any  reason cease to be valid and binding on or enforceable
against  any  such party or any such party shall so state in writing or bring an
action  to  limit  its  obligations  or  liabilities  thereunder;  or

(l)     Change  of  Control.  There  occurs  any  Change  of  Control;  or

(m)     Guarantor  Defaults.  Any  Guarantor  fails  in  any material respect to
perform  or  observe  any  term,  covenant  or  agreement in the Guaranty or the
Guaranty is for any reason partially (including with respect to future advances)
or  wholly  revoked  or invalidated, or otherwise ceases to be in full force and
effect, or any Guarantor or any other Person contests in any manner the validity
or  enforceability  thereof  or  denies  that  it  has  any further liability or
obligation  thereunder;  or  any  event  described at clauses (f) or (g) of this
Section  occurs  with  respect  to  such  Guarantor;  or

(n)     Invalidity of Subordination Provisions.  The subordination provisions of
the  Subordinated  Debt  Indenture  or  of  any  other  agreement  or instrument
governing  any  Subordinated  Debt  is for any reason revoked or invalidated, or
otherwise  cease  to  be  in  full  force and effect, any Person contests in any
manner  the validity or enforceability thereof or denies that it has any further
liability  or  obligation  thereunder,  or  the  Loans and the other Obligations
hereunder  entitled  to  receive  the  benefits  of any Loan Document is for any
reason subordinated or does not have the priority contemplated by this Agreement
or  such  subordination  provisions.

9.02     Remedies.  If any Event of Default occurs, the Agent shall, at the
request  of,  or  may,  with  the  consent  of,  the  Majority  Lenders:

(a)     declare  the  commitment  of  each  Lender  to  make  Loans and any
obligation  of  the  Issuing Lender to Issue Letters of Credit to be terminated,
whereupon  such  commitments  and  obligation  shall  be  terminated;

(b)     declare  an  amount  equal to the maximum aggregate amount that is or at
any  time  thereafter  may  become  available  for drawing under any outstanding
Letters of Credit (whether or not any beneficiary shall have presented, or shall
be  entitled  at such time to present, the drafts or other documents required to
draw  under  such  Letters  of  Credit)  to  be immediately due and payable, and
declare  the  unpaid  principal  amount  of  all outstanding Loans, all interest
accrued  and unpaid thereon, and all other amounts owing or payable hereunder or
under  any  other  Loan  Document  to  be  immediately  due and payable, without
presentment,  demand,  protest  or  other  notice  of any kind, all of which are
hereby  expressly  waived  by  the  Company;  and

(c)     exercise  on  behalf  of  itself and the Lenders all rights and remedies
available  to  it  and  the  Lenders under the Loan Documents or applicable law;
provided,  however, that upon the occurrence of any event specified in  Sections
9.01(f)  or  (g)  (in  the  case  of  clause  (i)  of  Section 9.01 (g) upon the
expiration  of  the  60-day  period  mentioned  therein), the obligation of each
Lender  to  make Loans and any obligation of the Issuing Lender to Issue Letters
of  Credit  shall automatically terminate and the unpaid principal amount of all
outstanding  Loans  and  all  interest  and  other  amounts  as  aforesaid shall
automatically  become  due  and  payable  without  further act of the Agent, the
Issuing  Lender  or  any  Lender.

9.03     Rights  Not  Exclusive.  The rights provided for in this Agreement
and  the  other Loan Documents are cumulative and are not exclusive of any other
rights,  powers,  privileges  or remedies provided by law or in equity, or under
any  other  instrument, document or agreement now existing or hereafter arising.

                                   ARTICLE X

                                    THE AGENT

10.01     Appointment  and  Authorization;  "Agent".

(a)     Each Lender hereby irrevocably (subject to Section 10.09) appoints,
designates  and  authorizes  the  Agent  (including,  without limitation, in its
capacity  as  Collateral  Agent)  to  take  such  action on its behalf under the
provisions  of  this Agreement and each other Loan Document and to exercise such
powers  and perform such duties as are expressly delegated to it by the terms of
this  Agreement  or  any  other  Loan Document, together with such powers as are
reasonably  incidental  thereto.  Notwithstanding  any provision to the contrary
contained  elsewhere  in this Agreement or in any other Loan Document, the Agent
shall  not have any duties or responsibilities, except those expressly set forth
herein, nor shall the Agent have or be deemed to have any fiduciary relationship
with  any Lender, and no implied covenants, functions, responsibilities, duties,
obligations  or  liabilities shall be read into this Agreement or any other Loan
Document  or otherwise exist against the Agent.  Without limiting the generality
of  the  foregoing  sentence, the use of the term "agent" in this Agreement with
reference to the Agent is not intended to connote any fiduciary or other implied
(or  express)  obligations  arising under agency doctrine of any applicable law.
Instead,  such term is used merely as a matter of market custom, and is intended
to  create  or  reflect  only an administrative relationship between independent
contracting  parties.

(b)     The  Issuing  Lender  shall act on behalf of the Lenders with respect to
any  Letters of Credit Issued by it and the documents associated therewith until
such  time  and  except for so long as the Agent may agree at the request of the
Majority  Lenders to act for such Issuing Lender with respect thereto; provided,
however,  that  the Issuing Lender shall have all of the benefits and immunities
(i)  provided  to  the Agent in this Article X with respect to any acts taken or
omissions  suffered  by  the Issuing Lender in connection with Letters of Credit
Issued  by  it or proposed to be Issued by it and the application and agreements
for  letters  of  credit  pertaining to the Letters of Credit as fully as if the
term  "Agent",  as  used  in  this  Article  X, included the Issuing Lender with
respect  to  such  acts  or omissions, and (ii) as additionally provided in this
Agreement  with  respect  to  the  Issuing  Lender.

10.02     Delegation  of  Duties.  The  Agent may execute any of its duties
under  this Agreement or any other Loan Document by or through agents, employees
or  attorneys-in-fact  and shall be entitled to advice of counsel concerning all
matters  pertaining  to such duties.  The Agent shall not be responsible for the
negligence  or  misconduct of any agent or attorney-in-fact that it selects with
reasonable  care.

10.03     Liability  of  Agent.  None  of the Agent-Related Persons shall (i) be
liable  for  any  action taken or omitted to be taken by any of them under or in
connection  with  this  Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or  (ii)  be  responsible  in  any manner to any of the Lenders for any recital,
statement,  representation  or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement or
in  any  other  Loan Document, or in any certificate, report, statement or other
document  referred  to  or provided for in, or received by the Agent under or in
connection  with, this Agreement or any other Loan Document, or for the value of
or  title  to  any  Collateral,  or  the  validity,  effectiveness, genuineness,
enforceability  or  sufficiency of this Agreement or any other Loan Document, or
for  any  failure  of  the  Company  or  any other party to any Loan Document to
perform  its obligations hereunder or thereunder.  No Agent-Related Person shall
be  under  any  obligation  to  any  Lender to ascertain or to inquire as to the
observance  or  performance of any of the agreements contained in, or conditions
of,  this  Agreement  or  any other Loan Document, or to inspect the properties,
books  or  records  of  the  Company  or  any  of  the Company's Subsidiaries or
Affiliates.

10.04     Reliance  by  Agent.

(a)      The  Agent shall be entitled to rely, and shall be fully protected
in  relying,  upon  any  writing,  resolution,  notice,  consent,  certificate,
affidavit, letter, telegram, facsimile, telex or telephone message, statement or
other  document  or conversation believed by it to be genuine and correct and to
have  been signed, sent or made by the proper Person or Persons, and upon advice
and  statements of legal counsel (including counsel to the Company), independent
accountants  and  other  experts selected by the Agent. The Agent shall be fully
justified  in failing or refusing to take any action under this Agreement or any
other  Loan Document unless it shall first receive such advice or concurrence of
the  Majority  Lenders  as it deems appropriate and, if it so requests, it shall
first  be  indemnified  to  its  satisfaction by the Lenders against any and all
liability  and  expense  which  may  be  incurred  by  it by reason of taking or
continuing  to  take  any  such  action.  The  Agent shall in all cases be fully
protected  in  acting, or in refraining from acting, under this Agreement or any
other  Loan  Document  in  accordance  with a request or consent of the Majority
Lenders and such request and any action taken or failure to act pursuant thereto
shall  be  binding  upon  all  of  the  Lenders.

(b)     For  purposes of determining compliance with the conditions specified in
Section  5.01,  each  Lender that has executed this Agreement shall be deemed to
have  consented  to, approved or accepted or to be satisfied with, each document
or  other  matter either sent by the Agent to such Lender for consent, approval,
acceptance  or  satisfaction,  or  required  thereunder  to  be  consented to or
approved  by  or  acceptable  or  satisfactory  to  the  Lender.

10.05     Notice  of  Default.  The  Agent  shall  not  be  deemed  to have
knowledge or notice of the occurrence of any Default or Event of Default, except
with respect to defaults in the payment of principal, interest and fees required
to  be  paid to the Agent for the account of the Lenders, unless the Agent shall
have  received  written  notice  from  a Lender or the Company referring to this
Agreement,  describing  such  Default  or Event of Default and stating that such
notice  is  a  "notice  of  default".  The  Agent will notify the Lenders of its
receipt  of  any  such notice.  The Agent shall take such action with respect to
such  Default or Event of Default as may be requested by the Majority Lenders in
accordance  with  Article IX; provided, however, that unless and until the Agent
has  received  any  such  request, the Agent may (but shall not be obligated to)
take  such  action,  or  refrain  from  taking such action, with respect to such
Default  or  Event of Default as it shall deem advisable or in the best interest
of  the  Lenders.

10.06     Credit  Decision.  Each  Lender  acknowledges  that  none  of  the
Agent-Related Persons has made any representation or warranty to it, and that no
act  by  the Agent hereinafter taken, including any review of the affairs of the
Company  and  its Subsidiaries, shall be deemed to constitute any representation
or  warranty  by any Agent-Related Person to any Lender.  Each Lender represents
to  the  Agent  that  it  has,  independently  and  without  reliance  upon  any
Agent-Related  Person  and  based  on  such  documents and information as it has
deemed  appropriate,  made  its  own  appraisal  of  and  investigation into the
business,  prospects,  operations,  property,  financial and other condition and
creditworthiness  of the Company and its Subsidiaries, the value or and title to
any  Collateral,  and  all  applicable  bank  regulatory  laws  relating  to the
transactions  contemplated  hereby, and made its own decision to enter into this
Agreement  and  to  extend credit to the Company and its Subsidiaries hereunder.
Each  Lender  also  represents  that it will, independently and without reliance
upon  any Agent-Related Person and based on such documents and information as it
shall  deem  appropriate  at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the  other Loan Documents, and to make such investigations as it deems necessary
to  inform itself as to the business, prospects, operations, property, financial
and  other  condition  and creditworthiness of the Company.  Except for notices,
reports  and  other  documents  expressly herein required to be furnished to the
Lenders  by  the  Agent,  the Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
prospects,  operations,  property,  financial  and  other  condition  or
creditworthiness of the Company which may come into the possession of any of the
Agent-Related  Persons.

10.07     Indemnification  of  Agent.  Whether  or  not  the  transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand the
Agent-Related  Persons  (to  the  extent  not  reimbursed by or on behalf of the
Company  and without limiting the obligation of the Company to do so), pro rata,
from and against any and all Indemnified Liabilities; provided, however, that no
Lender  shall  be  liable  for  the  payment to the Agent-Related Persons of any
portion  of  such  Indemnified  Liabilities  resulting solely from such Person's
gross  negligence  or  willful misconduct.  Without limitation of the foregoing,
each  Lender  shall reimburse the Agent upon demand for its ratable share of any
reasonable  costs  or out-of-pocket expenses (including Attorney Costs) incurred
by  the  Agent  in  connection  with  the  preparation,  execution,  delivery,
administration,  modification,  amendment  or  enforcement  (whether  through
negotiations,  legal proceedings or otherwise) of, or legal advice in respect of
rights  or  responsibilities  under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the Agent
is  not  reimbursed  for  such  expenses  by  or  on behalf of the Company.  The
undertaking  in  this  Section  shall  survive  the  payment  of all Obligations
hereunder  and  the  resignation  or  replacement  of  the  Agent.

10.08     Agent  in  Individual  Capacity.  B  of  A and its Affiliates may make
loans  to,  issue  letters  of  credit for the account of, accept deposits from,
acquire  equity interests in and generally engage in any kind of banking, trust,
financial  advisory,  underwriting  or  other  business with the Company and its
Subsidiaries  and  Affiliates as though B of A were not the Agent or the Issuing
Lender  hereunder  and without notice to or consent of the Lenders.  The Lenders
acknowledge  that,  pursuant  to  such  activities, B of A or its Affiliates may
receive  information  regarding  the  Company  or  its  Affiliates  (including
information  that  may be subject to confidentiality obligations in favor of the
Company  or  such  Subsidiary)  and acknowledge that the Agent shall be under no
obligation to provide such information to them.  With respect to its Loans, B of
A shall have the same rights and powers under this Agreement as any other Lender
and may exercise the same as though it were not the Agent or the Issuing Lender.

10.09     Successor  Agent.  The  Agent  may, and at the request of the Majority
Lenders  shall,  resign  as  Agent  upon 30 days' notice to the Lenders.  If the
Agent  resigns  under  this  Agreement,  the Majority Lenders shall appoint from
among the Lenders a successor agent for the Lenders subject, so long as no Event
of  Default  has  occurred and is then continuing, to the consent of the Company
which  shall  not be unreasonably withheld or delayed.  If no successor agent is
appointed prior to the effective date of the resignation of the Agent, the Agent
may  appoint,  after  consulting  with  the Lenders and the Company, a successor
agent  from  among  the  Lenders.  Upon  the  acceptance  of  its appointment as
successor agent hereunder, such successor agent shall succeed to all the rights,
powers  and  duties  of  the retiring Agent and the term "Agent" shall mean such
successor agent and the retiring Agent's appointment, powers and duties as Agent
shall  be terminated. After any retiring Agent's resignation hereunder as Agent,
the provisions of this Article X and Sections 11.04 and 11.05 shall inure to its
benefit  as to any actions taken or omitted to be taken by it while it was Agent
under  this  Agreement.  If no successor agent has accepted appointment as Agent
by the date which is 30 days following a retiring Agent's notice of resignation,
the  retiring  Agent's resignation shall nevertheless thereupon become effective
and  the  Lenders  shall  perform all of the duties of the Agent hereunder until
such time, if any, as the Majority Lenders appoint a successor agent as provided
for above.  Notwithstanding the foregoing, however, B of A may not be removed as
the  Agent  at  the  request  of  the  Majority Lenders unless B of A shall also
simultaneously  be  replaced  as  "Issuing  Lender"  hereunder  pursuant  to
documentation  in  form  and  substance  reasonably  satisfactory  to  B  of  A.

10.10     Withholding  Tax

(a)     If  any  Lender  is  a  "foreign corporation, partnership or trust"
within  the  meaning  of  the  Code  and such Lender claims exemption from, or a
reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such
Lender  agrees  with and in favor of the Agent and to Company, to deliver to the
Agent  and  to  Company:

(i)     if  such  Lender  claims  an  exemption  from,  or  a reduction of,
withholding  tax  under  a  United States tax treaty, two properly completed and
executed  copies  of  IRS  Form W-8BEN before the payment of any interest in the
first  calendar  year  and  before  the  payment  of  any interest in each third
succeeding calendar year during which interest may be paid under this Agreement;

(ii)     if such Lender claims that interest paid under this Agreement is exempt
from  United  States  withholding tax because it is effectively connected with a
United  States  trade  or  business  of  such Lender, two properly completed and
executed  copies of IRS Form W-8ECI before the payment of any interest is due in
the  first  taxable  year  of such Lender and in each succeeding taxable year of
such  Lender  during  which  interest  may  be  paid  under  this Agreement; and

(iii)     such  other  form  or forms as may be required under the Code or other
laws  of  the  United  States as a condition to exemption from, or reduction of,
United  States  withholding  tax.
Such  Lender agrees to promptly notify the Agent and to Company of any change in
circumstances  which  would  modify  or  render invalid any claimed exemption or
reduction.

(b)     If  any  Lender claims exemption from, or reduction of, withholding
tax  under  a  United  States  tax  treaty by providing IRS Form W-8BEN and such
Lender  sells, assigns, grants a participation in, or otherwise transfers all or
part  of  the  Obligations  of the Company to such Lender, such Lender agrees to
notify  the  Agent  of  the  percentage  amount  in  which  it  is no longer the
beneficial owner of Obligations of the Company to such Lender.  To the extent of
such percentage amount, the Agent will treat such Lender's IRS Form W-8BEN as no
longer  valid.

(c)     If  any  Lender claiming exemption from United States withholding tax by
filing IRS Form W-8ECI with the Agent sells, assigns, grants a participation in,
or  otherwise  transfers  all  or part of the Obligations of the Company to such
Lender,  such  Lender agrees to undertake sole responsibility for complying with
the  withholding tax requirements imposed by Sections 1441 and 1442 of the Code.

(d)     If  any  Lender is entitled to a reduction in the applicable withholding
tax,  the  Agent may withhold from any interest payment to such Lender an amount
equivalent  to  the  applicable  withholding  tax after taking into account such
reduction.  However,  if the forms or other documentation required by clause (a)
of this Section are not delivered to the Agent, then the Agent may withhold from
any  interest  payment  to  such  Lender  not  providing  such  forms  or  other
documentation  an amount equivalent to the applicable withholding tax imposed by
Sections  1441  and  1442  of  the  Code,  without  reduction.

(e)     If  the  IRS or any other Governmental Authority of the United States or
other  jurisdiction asserts a claim that the Agent did not properly withhold tax
from  amounts  paid to or for the account of any Lender (because the appropriate
form  was  not  delivered  or  was not properly executed, or because such Lender
failed  to  notify  the  Agent  of  a change in circumstances which rendered the
exemption  from,  or reduction of, withholding tax ineffective, or for any other
reason)  such  Lender  shall  indemnify  the  Agent  fully for all amounts paid,
directly  or  indirectly,  by the Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts
payable  to  the  Agent under this Section, together with all costs and expenses
(including  Attorney  Costs).  The  obligation of the Lenders under this Section
shall  survive the payment of all Obligations and the resignation or replacement
of  the  Agent.

10.11     Collateral  Matters

(a)     The  Collateral  Agent  is authorized on behalf of all the Lenders,
without the necessity of any notice to or further consent from the Lenders, from
time to time to take any action with respect to any Collateral or the Collateral
Documents  which may be necessary to perfect and maintain perfected the security
interest  in  and  Liens  upon the Collateral granted pursuant to the Collateral
Documents.

(b)     The  Lenders  irrevocably  authorize the Collateral Agent, at its option
and  in its discretion, to release any Lien granted to or held by the Collateral
Agent upon any Collateral (i) upon termination of the Commitments and payment in
full  of  all  Loans  and all other Obligations payable under this Agreement and
under  any other Loan Document; (ii) constituting property sold or to be sold or
disposed  of  as  part  of or in connection with any asset disposition permitted
hereunder  pursuant  to  Section  8.02; (iii) constituting property in which the
Company or any Subsidiary of the Borrower owned no interest at the time the Lien
was  granted or at any time thereafter; (iv) constituting property leased to the
Company or any Subsidiary of the Company under a lease which has expired or been
terminated in a transaction permitted under this Agreement or is about to expire
and which has not been, and is not intended by the Company or such Subsidiary to
be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness
or other debt instrument, if the Indebtedness evidenced thereby has been paid in
full;  or  (vi)  if  approved, authorized or ratified in writing by the Majority
Lenders  or  all  the  Lenders, as the case may be, as provided in Section 11.01
hereof.  Upon  request  by  the  Collateral  Agent at any time, the Lenders will
confirm  in writing the Collateral Agent's authority to release particular types
or  items  of  Collateral  pursuant  to  this  Section  10.11.

                                   ARTICLE XI

                                  MISCELLANEOUS

11.01     Amendments  and  Waivers.  (a)  No  amendment  or  waiver  of any
provision  of  this  Agreement  or  any other Loan Document, and no consent with
respect  to any departure by the Company or any applicable Subsidiary therefrom,
shall  be  effective  unless  the  same  shall  be  in writing and signed by the
Majority  Lenders  (or  by  the  Agent  at  the  written request of the Majority
Lenders) and the Company and acknowledged by the Agent, and then any such waiver
or consent shall be effective only in the specific instance and for the specific
purpose  for  which given; provided, however, that no such waiver, amendment, or
consent  shall,  unless in writing and signed by all the Lenders and the Company
and  acknowledged  by  the  Agent,  do  any  of  the  following:

(i)     increase  or  extend the Commitment of any Lender (or reinstate any
Commitment  terminated  pursuant to Section 8.02) without the written consent of
such  Lender;

(ii)     postpone,  delay  or  reduce  any scheduled principal payment amount or
Scheduled Commitment Reduction under Section 2.08, postpone, delay or reduce any
mandatory principal payment or reduction in the Available Commitment required by
Section  2.07(e),  or  postpone or delay any date fixed by this Agreement or any
other  Loan  Document  for  any  payment  of  interest, fees or reimbursement or
indemnity  amounts  due  to  any Lenders (or any of them) hereunder or under any
other  Loan  Document;

(iii)     reduce  the  principal of, or the rate of interest specified herein on
any  Loan,  or  (subject  to clause (z) below) any fees or other amounts payable
hereunder  or  under  any  other  Loan  Document;

(iv)     change  the  percentage  of  the Commitments or of the aggregate unpaid
principal  amount  of the Loans which is required for the Lenders or any of them
to  take  any  action  hereunder;

(v)     discharge  all or substantially all of the Guarantors, or release all or
substantially  all of the Collateral, except as otherwise may be provided in the
Collateral Documents or except where the consent of the Majority Lenders only is
specifically  provided  for;  or

(vi)     amend  this Section, or Section 2.14, or any provision herein providing
for  consent  or  other  action  by  all  Lenders;
and, provided further, that (A) no amendment, waiver or consent shall, unless in
writing  and signed by the Issuing Lender in addition to the Majority Lenders or
all  the Lenders, as the case may be, affect the rights or duties of the Issuing
Lender  under  this Agreement or any L/C-Related Document relating to any Letter
of  Credit  Issued  or  to  be Issued by it, (B) no amendment, waiver or consent
shall, unless in writing and signed by the Canadian Revolving Lender in addition
to  the  Majority  Lenders  or  all  the Lenders, as the case may be, affect the
rights  or  duties  of the Canadian Revolving Lender under this Agreement or any
other  Loan  Document,  and (C) no amendment, waiver or consent shall, unless in
writing  and  signed by the Agent in addition to the Majority Lenders or all the
Lenders, as the case may be, affect the rights or duties of the Agent under this
Agreement  or  any  other  Loan  Document.

(b)     Notwithstanding  anything  to  the  contrary  set  forth  in  this
Agreement,  it  is expressly agreed that , if with the Bancomer Financing occurs
and  is permitted pursuant to Section 8.05(i), and provided that all obligations
of the Mexican Borrower shall have been repaid in full, the Collateral Agent may
effect  a  complete  release  of:  (x)  the  Liens  on Collateral of the Mexican
Borrower  and  each  Mexican  Subsidiary  securing  Obligations  of  the Mexican
Borrower;  and  (y)  each  Mexican  Subsidiary  from  its  Obligations under its
respective  Guaranty  without  any  further  authorization from the Lenders; and

(ii)     the Agent, the Canadian Revolving Lender and the Borrower may, in their
sole  discretion,  amend  the  provisions  of  Schedule  2.05  pertaining to the
Canadian Revolving Loans, so long as such amendment does not increase the amount
of the Canadian Subsidiary Loan Sublimit or otherwise adversely impact any other
Lender.

11.02     Notices.

(a)     All  notices,  requests,  consents,  approvals,  waivers  and other
communications  shall  be  in  writing  (including, unless the context expressly
otherwise  provides,  by  facsimile  transmission,  provided  that  any  matter
transmitted  by facsimile (i) shall be immediately confirmed by a telephone call
to  the  recipient  at the number specified on Schedule 11.02, and (ii) shall be
followed promptly by delivery of a hard copy original thereof) and mailed, faxed
or  delivered,  to  the  address  or  facsimile  number specified for notices on
Schedule  11.02;  or,  as  directed  to  the Company or the Agent, to such other
address  as  shall  be designated by such party in a written notice to the other
parties,  and  as directed to any other party, at such other address as shall be
designated  by  such  party  in  a  written notice to the Company and the Agent.

(b)     All such notices, requests and communications shall, when transmitted by
overnight  delivery,  or  faxed,  be  effective  when  delivered  for  overnight
(next-day)  delivery,  or  transmitted  in  legible  form  by facsimile machine,
respectively, or if mailed, upon the third Business Day after the date deposited
into the U.S. mail, or if delivered, upon delivery; except that notices pursuant
to  Article  II,  III  or  X  to the Agent shall not be effective until actually
received by the Agent, and notices pursuant to Article III to the Issuing Lender
shall  not  be  effective  until  actually received by the Issuing Lender at the
address  specified  for  the  "Issuing  Lender" on the applicable signature page
hereof.

(c)     Any  agreement  of  the  Agent and the Lenders herein to receive certain
notices  by  telephone  or  facsimile  is  solely for the convenience and at the
request  of the Company.  The Agent and the Lenders shall be entitled to rely on
the  authority of any Person purporting to be a Person authorized by the Company
to  give  such notice and the Agent and the Lenders shall not have any liability
to  the  Company  or other Person on account of any action taken or not taken by
the  Agent  or the Lenders in reliance upon such telephonic or facsimile notice.
The  obligation  of the Company to repay the Loans and L/C Obligations shall not
be  affected  in  any  way  or to any extent by any failure by the Agent and the
Lenders to receive written confirmation of any telephonic or facsimile notice or
the  receipt by the Agent and the Lenders of a confirmation which is at variance
with  the  terms  understood by the Agent and the Lenders to be contained in the
telephonic  or  facsimile  notice.

11.03     No  Waiver;  Cumulative  Remedies.  No failure to exercise and no
delay  in exercising, on the part of the Agent or any Lender, any right, remedy,
power  or  privilege hereunder, shall operate as a waiver thereof; nor shall any
single  or  partial  exercise of any right, remedy, power or privilege hereunder
preclude  any  other  or  further  exercise thereof or the exercise of any other
right,  remedy,  power  or  privilege.

11.04     Costs  and  Expenses.  The  Company  shall:

(a)     whether  or  not  the  transactions  contemplated  hereby  are
consummated,  pay  or  reimburse  B of A (including in its capacity as Agent and
Issuing  Lender)  within  five  Business  Days  after demand (subject to Section
5.01(f))  for  all  costs  and  expenses  incurred  by  B of A (including in its
capacity  as  Agent  and  Issuing Lender) and each Lender in connection with the
development,  preparation,  delivery,  syndication, administration and execution
of,  and  any  amendment,  supplement,  waiver or modification to (in each case,
whether  or  not  consummated),  this Agreement, any Loan Document and any other
documents  prepared in connection herewith or therewith, and the consummation of
the  transactions contemplated hereby and thereby, including reasonable Attorney
Costs incurred by B of A (including in its capacity as Agent and Issuing Lender)
and  each  Lender  with  respect  thereto;

(b)     pay  or  reimburse  the  Agent and each Lender within five Business Days
after  demand (subject to Section 5.01(f)) for all reasonable costs and expenses
(including  Attorney Costs) incurred by them in connection with the enforcement,
attempted  enforcement,  or  preservation  of  any rights or remedies under this
Agreement or any other Loan Document during the existence of an Event of Default
or  after  acceleration of the Loans (including in connection with any "workout"
or restructuring regarding the Loans, and including in any Insolvency Proceeding
or  appellate  proceeding);  and

(c)     pay or reimburse B of A (including in its capacity as Agent) within five
Business Days after demand for all reasonable appraisal (including the allocated
cost  of  internal  appraisal  services),  audit,  field  exam,  environmental
inspection  and review (including the allocated cost of such internal services),
search  and  filing  costs,  fees  and expenses, incurred or sustained by B of A
(including  in its capacity as Agent) in connection with the matters referred to
under  subsections  (a)  and  (b)  of  this  Section.

11.05     Company  Indemnification.  Whether  or  not  the  transactions
contemplated  hereby  are  consummated,  the Company shall indemnify, defend and
hold  the  Agent-Related  Persons  and  each  Lender  and each of its respective
officers,  directors, employees, counsel, agents and attorneys-in-fact (each, an
"Indemnified  Person")  harmless  from  and  against  any  and  all liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
charges,  expenses  and  disbursements (including Attorney Costs) of any kind or
nature  whatsoever  which  may  at  any  time  (including  at any time following
repayment  of  the  Loans,  the  termination  of  the  Letters of Credit and the
termination,  resignation  or  replacement  of  the  Agent or replacement of any
Lender)  be  imposed  on, incurred by or asserted against any such Person in any
way  relating  to  or arising out of the Company entering into this Agreement or
any  document  contemplated  by  or  referred  to  herein,  or  the transactions
contemplated  hereby, or any action taken or omitted by any such Person under or
in  connection  with  any  of  the  foregoing,  including  with  respect  to any
investigation,  litigation or proceeding (including any Insolvency Proceeding or
appellate  proceeding)  related to or arising out of this Agreement or the Loans
or  Letters  of  Credit  or  the use of the proceeds thereof, whether or not any
Indemnified  Person  is  a  party  thereto (all the foregoing, collectively, the
"Indemnified  Liabilities"); provided, that the Company shall have no obligation
hereunder  to  any  Indemnified  Person  with respect to Indemnified Liabilities
resulting  solely  from  the  gross  negligence  or  willful  misconduct of such
Indemnified  Person. The agreements in this Section shall survive payment of all
other  Obligations.

11.06     Payments Set Aside.  To the extent that the Company makes a payment to
the  Agent  or  the Lenders, or the Agent or the Lenders exercise their right of
set-off,  and  such  payment or the proceeds of such set-off or any part thereof
are  subsequently  invalidated,  declared  to be fraudulent or preferential, set
aside  or  required  (including  pursuant  to any settlement entered into by the
Agent  or  such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any Insolvency Proceeding or otherwise, then
(a)  to  the  extent  of such recovery the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as  if  such payment had not been made or such set-off had not occurred, and (b)
each  Lender severally agrees to pay to the Agent upon demand its pro rata share
of  any  amount  so  recovered  from  or  repaid  by  the  Agent.

11.07     Successors  and  Assigns.  The  provisions  of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and  assigns, except that the Company may not assign or transfer any
of  its  rights  or  obligations  under this Agreement without the prior written
consent  of  the  Agent  and  each  Lender.

11.08     Assignments,  Participations,  etc.

(a)     Any  Lender  may,  with  the  written  consent  of the Agent, which
consent  shall  not be unreasonably withheld, at any time assign and delegate to
one  or  more  Eligible Assignees (provided that no written consent of the Agent
shall  be  required in connection with any assignment and delegation by a Lender
to  an  Eligible  Assignee  that  is  an  Affiliate  of  such  Lender)  (each an
"Assignee")  all, or any ratable part of all, of the Loans, the Commitments, the
L/C  Obligations  and the other rights and obligations of such Lender hereunder,
in  a  minimum  amount  of  $5,000,000  (or,  if less, the entire amount of such
Lender's  Loans,  Commitment  and  L/C Obligations); provided, however, that the
Company  and the Agent may continue to deal solely and directly with such Lender
in  connection  with  the  interest so assigned to an Assignee until (i) written
notice  of  such  assignment,  together with payment instructions, addresses and
related  information  with respect to the Assignee, shall have been given to the
Company  and the Agent by such Lender and the Assignee; (ii) such Lender and its
Assignee  shall  have  delivered  to the Company and the Agent an Assignment and
Acceptance  in the form of Exhibit F ("Assignment and Acceptance") together with
any  Note  or  Notes subject to such assignment and (iii) the assignor Lender or
Assignee  has  paid  to  the  Agent  a  processing  fee in the amount of $3,500.

(b)     From and after the date that the Agent notifies the assignor Lender that
it  has  received  (and  provided  its  consent  with  respect  to)  an executed
Assignment  and  Acceptance  and payment of the above-referenced processing fee,
(i)  the  Assignee  thereunder  shall  be a party hereto and, to the extent that
rights  and  obligations  hereunder  have  been  assigned to it pursuant to such
Assignment  and  Acceptance,  shall  have the rights and obligations of a Lender
under the Loan Documents, and (ii) the assignor Lender shall, to the extent that
rights  and  obligations  hereunder and under the other Loan Documents have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
and  be  released  from  its  obligations  under  the  Loan  Documents.

(c)     Within  five Business Days after its receipt of notice by the Agent that
it  has  received  an  executed  Assignment  and  Acceptance  and payment of the
processing  fee, (and provided that it consents to such assignment in accordance
with  Section 11.08(a)), the Company shall execute and deliver to the Agent, new
Notes  evidencing  such  Assignee's  assigned  Loans  and Commitment and, if the
assignor  Lender  has  retained  a  portion  of  its  Loans  and its Commitment,
replacement  Notes in the principal amount of the Loans retained by the assignor
Lender  (such Notes to be in exchange for, but not in payment of, the Notes held
by  such  Lender).  Immediately  upon  each Assignee's making its processing fee
payment  under  the Assignment and Acceptance, this Agreement shall be deemed to
be  amended  to  the  extent,  but  only to the extent, necessary to reflect the
addition of the Assignee and the resulting adjustment of the Commitments arising
therefrom.  The  Commitment  allocated  to  each  Assignee  shall  reduce  such
Commitments  of  the  assigning  Lender  pro  tanto.

(d)     Any  Lender  may  at  any time sell to one or more commercial lenders or
other  Persons  not  Affiliates  of  the Company (a "Participant") participating
interests in any Loans, the Commitment of that Lender and the other interests of
that  Lender  (the  "originating  Lender")  hereunder  and  under the other Loan
Documents;  provided,  however,  that  (i)  the originating Lender's obligations
under  this  Agreement shall remain unchanged, (ii) the originating Lender shall
remain  solely  responsible  for  the performance of such obligations, (iii) the
Company,  the  Issuing  Lender  and  the Agent shall continue to deal solely and
directly with the originating Lender in connection with the originating Lender's
rights  and  obligations  under this Agreement and the other Loan Documents, and
(iv)  no  Lender  shall transfer or grant any participating interest under which
the Participant has rights to approve any amendment to, or any consent or waiver
with respect to, this Agreement or any other Loan Document, except to the extent
such amendment, consent or waiver would require unanimous consent of the Lenders
as  described  in  the  first  proviso to Section 11.01. In the case of any such
participation,  the  Participant shall not have any rights under this Agreement,
or  any  of  the  other  Loan  Documents, and all amounts payable by the Company
hereunder shall be determined as if such Lender had not sold such participation;
except  that, if amounts outstanding under this Agreement are due and unpaid, or
shall  have  been  declared  or  shall  have  become  due  and  payable upon the
occurrence  of an Event of Default, each Participant shall be deemed to have the
right of set-off in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest
were  owing  directly  to  it  as  a  Lender  under  this  Agreement.

(e)     Notwithstanding any other provision in this Agreement, any Lender may at
any  time  create  a  security interest in, or pledge, all or any portion of its
rights  under and interest in this Agreement and the Note held by it in favor of
any  Federal  Reserve  Bank  in  accordance with Regulation A of the FRB or U.S.
Treasury Regulation 31 CFR Sec.203.14, and such Federal Reserve Bank may enforce
such  pledge  or security interest in any manner permitted under applicable law.

11.09     Confidentiality.  Each  Lender  agrees  to  take and to cause its
Affiliates  to  take  normal and reasonable precautions and exercise due care to
maintain  the confidentiality of all information identified as "confidential" or
"secret"  by the Company and provided to it by the Company or any Subsidiary, or
by  the Agent on the Company's or such Subsidiary's behalf, under this Agreement
or  any  other Loan Document, and neither it nor any of its Affiliates shall use
any  such  information  other  than in connection with or in enforcement of this
Agreement  and the other Loan Documents or in connection with other business now
or hereafter existing or contemplated with the Company or any Subsidiary; except
to  the  extent  such  information (i) was or becomes generally available to the
public  other  than  as  a  result  of  disclosure by the Lender, or (ii) was or
becomes  available  on  a  non-confidential  basis  from a source other than the
Company,  provided  that such source is not bound by a confidentiality agreement
with  the  Company  known  to the Lender; provided, however, that any Lender may
disclose  such  information (A) at the request or pursuant to any requirement of
any  Governmental Authority to which the Lender is subject or in connection with
an examination of such Lender by any such authority; (B) pursuant to subpoena or
other court process, in which event, to the extent permitted by applicable laws,
such  Lender  agrees to use reasonable commercial efforts to promptly notify the
Company  of  its  receipt  of any such subpoena or other court process; (C) when
required  to  do  so  in  accordance  with  the  provisions  of  any  applicable
Requirement of Law; (D) to the extent reasonably required in connection with any
litigation  or  proceeding  to  which  the Agent, any Lender or their respective
Affiliates  may  be  party;  (E) to the extent reasonably required in connection
with  the exercise of any remedy hereunder or under any other Loan Document; (F)
to  such  Lender's  independent auditors and other professional advisors; (G) to
any  Participant  or  Assignee,  actual  or potential, provided that such Person
agrees  in  writing  to  keep  such  information confidential to the same extent
required  of  the  Lenders  hereunder; (H) as to any Lender or its Affiliate, as
expressly permitted under the terms of any other document or agreement regarding
confidentiality  to  which  the  Company or any Subsidiary is party or is deemed
party  with  such  Lender  or  such  Affiliate;  and  (I)  to  its  Affiliates.

11.10     Set-off.  In  addition  to  any  rights  and  remedies  of the Lenders
provided  by  law,  if  an  Event  of  Default  exists  or  the  Loans have been
accelerated,  each  Lender  is  authorized  at  any  time and from time to time,
without  prior  notice  to  any  Borrower  any  such notice being waived by each
Borrower  to  the  fullest extent permitted by law, to set off and apply any and
all  deposits  (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender to or for
the  credit or the account of any Borrower against any and all Obligations owing
to  such  Lender,  now or hereafter existing, irrespective of whether or not the
Agent  or  such  Lender  shall have made demand under this Agreement or any Loan
Document  and  although  such  Obligations may be contingent or unmatured.  Each
Lender  agrees  promptly  to  notify  the  Company  and the Agent after any such
set-off and application made by such Lender; provided, however, that the failure
to  give  such  notice  shall  not  affect  the  validity  of  such  set-off and
application.

11.11     Automatic  Debits  of Fees.  With respect to any principal or interest
due on the Loans, unreimbursed L/C Obligation, Commitment Fees, arrangement fee,
letter  of  credit  fee  or  other  fee, or any other cost or expense (including
Attorney Costs) due and payable to the Agent, the Issuing Lender or B of A under
the  Loan Documents, each Borrower hereby irrevocably authorizes B of A to debit
any  deposit account of such Borrower with B of A or any of its Affiliates in an
amount  such  that  the  aggregate amount debited from all such deposit accounts
does  not  exceed  such fee or other cost or expense.  If there are insufficient
funds  in  such deposit accounts to cover the amount of the fee or other cost or
expense then due, such debits will be reversed (in whole or in part, in B of A's
sole  discretion)  and such amount not debited shall be deemed to be unpaid.  No
such  debit  under  this  Section  shall  be  deemed  a  set-off.

11.12     Notification  of  Addresses,  Lending Offices, Etc.  Each Lender shall
notify  the  Agent  in writing of any changes in the address to which notices to
the  Lender  should  be  directed,  of  addresses  of any lending office of such
Lender,  of  payment  instructions  in  respect of all payments to be made to it
hereunder  and  of  such  other  administrative  information  as the Agent shall
reasonably  request.

11.13     Counterparts.  This  Agreement  may  be  executed  in  any  number  of
separate  counterparts,  each  of  which,  when  so executed, shall be deemed an
original,  and  all  of  said  counterparts  taken  together  shall be deemed to
constitute  but  one  and  the  same  instrument.

11.14     Severability.  The  illegality or unenforceability of any provision of
this  Agreement  or  any instrument or agreement required hereunder shall not in
any  way  affect  or  impair  the  legality  or  enforceability of the remaining
provisions  of this Agreement or any instrument or agreement required hereunder.

11.15     No  Third  Parties Benefited.  This Agreement is made and entered into
for  the  sole  protection  and  legal benefit of the Borrower, the Lenders, the
Agent and the Agent-Related Persons, and their permitted successors and assigns,
and  no other Person shall be a direct or indirect legal beneficiary of, or have
any  direct  or  indirect  cause  of  action  or  claim in connection with, this
Agreement  or  any  of  the  other  Loan  Documents.

11.16     Governing  Law  and  Jurisdiction.

(a)     THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS (WITHOUT REGARD TO CONFLICT OF
LAW PROVISIONS); PROVIDED THAT THE PARTIES SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL  LAW.

(b)     ANY  LEGAL  ACTION  OR  PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER  LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS OR OF
THE  UNITED  STATES  FOR THE NORTHERN DISTRICT OF ILLINOIS, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWER'S, THE AGENT'S AND THE LENDER'S
CONSENTS,  FOR  ITSELF  AND  IN  RESPECT  OF  ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION  OF THOSE COURTS.  EACH OF THE BORROWERS, THE AGENT AND THE LENDERS
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR  BASED  ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF  THIS  AGREEMENT  OR ANY DOCUMENT RELATED HERETO.  EACH OF THE BORROWERS, THE
AGENT  AND  THE LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER  PROCESS,  WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY ILLINOIS LAW.

11.17     Waiver of Jury Trial.  EACH OF THE BORROWERS, THE LENDERS AND THE
AGENT  WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS,  OR  THE  TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY  OTHER  PARTY  OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER
WITH  RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  THE BORROWERS, THE
LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED  BY  A  COURT  TRIAL  WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE
PARTIES  FURTHER  AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED
BY  OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS  AGREEMENT  OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.
THIS  WAIVER  SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS  TO  THIS  AGREEMENT  AND  THE  OTHER  LOAN  DOCUMENTS.

11.18     Judgment.  If, for the purposes of obtaining judgment in any court, it
is  necessary to convert a sum due hereunder or under any other Loan Document in
one  currency  into another currency, the rate of exchange used shall be that at
which  in accordance with normal banking procedures the Agent could purchase the
first  currency  with  such other currency on the Business Day preceding that on
which  final judgment is given.  The obligation of the Company in respect of any
such  sum  due  from  it to the Agent or any Lender hereunder or under the other
Loan  Documents shall, notwithstanding any judgment in a currency (the "Judgment
Currency")  other  than that in which such sum is denominated in accordance with
the  applicable  provisions  of  this  Agreement  (the "Agreement Currency"), be
discharged  only to the extent that on the Business Day following receipt by the
Agent  or such Lender of any sum adjudged to be so due in the Judgment Currency,
the  Agent  or  such  Lender  may  in  accordance with normal banking procedures
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
Agent  or  such  Lender  in  the  Agreement  Currency,  the Company agrees, as a
separate  obligation  and  notwithstanding  any  such judgment, to indemnify the
Agent  or  such  Lender  or the Person to whom such obligation was owing against
such loss.  If the amount of the Agreement Currency so purchased is greater than
the  sum  originally due to the Agent or such Lender in such currency, the Agent
or  such  Lender agrees to return the amount of any excess to the Company (or to
any  other  Person  who  may  be  entitled  thereto  under  applicable  law).

11.19     Entire  Agreement.  This  Agreement,  together  with  the  other  Loan
Documents,  embodies  the  entire  agreement and understanding among each of the
Borrowers,  the  Lenders  and  the  Agent,  and  supersedes  all  prior  or
contemporaneous  agreements  and  understandings  of  such  Persons,  verbal  or
written,  relating  to  the  subject  matter  hereof  and  thereof.

11.20     Effectiveness.  Subject  to  Section  5.01(a),  this  Agreement  shall
become  effective  on  the  date (the "Effective Date") on which the Agent, each
Borrower  and  each  of  the  Lenders  shall  have  signed a counterpart of this
Agreement  (whether the same or different counterparts) and shall have delivered
the  same  to the Agent at its notice address (or to Agent's counsel as directed
by  such  counsel)  or, in the case of the Lenders, shall have given to Agent or
telephonic  (confirmed in writing), written, telex or facsimile notice (actually
received) at such office or the office of Agent's counsel that the same has been
signed  and  mailed  to  it.  Agent will give the Company and each Lender prompt
written  notice  of  the  occurrence  of  the  Effective  Date.

11.21     Release.  Each  Borrower  hereby  unconditionally  and  irrevocably
remises, acquits, and fully and forever releases and discharges each Lender, the
Agent  and  the  Issuing  Lender,  and  all  affiliates, subsidiaries, officers,
employees,  agents,  attorneys,  principals,  directors and shareholders of such
Persons,  and  their  respective  heirs,  legal  representatives, successors and
assigns (collectively, the "Releasees") from any and all claims, demands, causes
of  action,  obligations, remedies, suits, damages and liabilities of any nature
whatsoever,  whether  now  known,  suspected  or  claimed, whether arising under
common  law, in equity or under statute, which such Borrower ever had or now has
against  any  of the Releasees and which may have arisen at any time on or prior
to  the  Closing  Date and which were in any manner related to this Agreement or
the Existing Credit Agreement or related documents, instruments or agreements or
the  enforcement  or attempted or threatened enforcement by any of the Releasees
of  any  of  their  respective rights, remedies or recourse related thereto (the
"Released  Claims").  Each  Borrower  covenants  and  agrees  never to commence,
voluntarily  aid  in  any  way, prosecute or cause to be commenced or prosecuted
against  any  of  the Releasees any action or other proceeding based upon any of
the  Released  Claims.
                                   ARTICLE XII

                                COMPANY GUARANTY
12.01     The  Guaranty.  In order to induce the Lenders to enter into this
Agreement  and  to  extend  credit  hereunder  and  in recognition of the direct
benefits  to  be  received by the Company from the proceeds of the Loans and the
issuance of the Letters of Credit, the Company hereby agrees with the Lenders as
follows:  the  Company  hereby  unconditionally  and  irrevocably  guarantees as
primary  obligor  and not merely as surety the full and prompt payment when due,
whether  upon  maturity,  acceleration  or  otherwise,  of  any  and  all of the
Guaranteed  Obligations of the Subsidiary Borrowers to the Guaranteed Creditors.
If  any or all of the Guaranteed Obligations of such Borrowers to the Guaranteed
Creditors  becomes  due  and  payable  hereunder,  the  Company  unconditionally
promises  to  pay  such  indebtedness  to  Agent  and/or the Lenders, on demand,
together  with  any  and  all expenses which may be incurred by the Agent or the
Lenders  in  collecting any of the Guaranteed Obligations. If claim is ever made
upon  any Guaranteed Creditor for repayment or recovery of any amount or amounts
received  in  payment or on account of any of the Guaranteed Obligations and any
of  the  aforesaid payees repays all or part of said amount by reason of (i) any
judgment,  decree  or  order  of  any  court  or  administrative  body  having
jurisdiction  over  such  payee or any of its property or (ii) any settlement or
compromise  of  any  such  claim  effected  by such payee with any such claimant
(including  Borrowers),  then and in such event the Company agrees that any such
judgment,  decree,  order,  settlement  or  compromise shall be binding upon the
Company,  notwithstanding  any  revocation  of this Guaranty or other instrument
evidencing  any  liability  of any Borrower, and the Company shall be and remain
liable  to  the aforesaid payees hereunder for the amount so repaid or recovered
to  the  same extent as if such amount had never originally been received by any
such  payee.

12.02     Insolvency.  Additionally, the Company unconditionally and irrevocably
guarantees the payment of the Dollar Equivalent of any and all of the Guaranteed
Obligations  of  the Subsidiary Borrowers to the Guaranteed Creditors whether or
not  due  or  payable  by  any Borrower upon the occurrence of any of the events
specified  in  Sections  9.01(e) or (f), and unconditionally promises to pay the
Dollar Equivalent of such Guaranteed Obligations to the Guaranteed Creditors, or
order,  on  demand,  in  lawful  money  of  the  United  States.

12.03     Nature  of  Liability.  The  liability  of  the  Company  hereunder is
exclusive  and  independent  of  any  security  for  or  other  guaranty  of the
Guaranteed  Obligations  of  any  Borrower  whether executed by the Company, any
other  guarantor  or  by  any  other  party,  and  the  liability of the Company
hereunder  is not affected or impaired by (a) any direction as to application of
payment  by  any  Borrower or by any other party; or (b) any other continuing or
other  guaranty, undertaking or maximum liability of a guarantor or of any other
party as to the Guaranteed Obligations of any Borrower; or (c) any payment on or
in  reduction of any such other guaranty or undertaking; or (d) any dissolution,
termination or increase, decrease or change in personnel by any Borrower; or (e)
any  payment made to any Guaranteed Creditor on the Guaranteed Obligations which
any  such  Guaranteed Creditor repays to any Borrower pursuant to court order in
any  bankruptcy,  reorganization, arrangement, moratorium or other debtor relief
proceeding,  and the Company waives any right to the deferral or modification of
its  obligations  hereunder  by  reason  of  any  such  proceeding.

12.04     Independent  Obligation.  The obligations of the Company hereunder are
independent  of  the  obligations of any other guarantor, any other party or any
Borrower, and a separate action or actions may be brought and prosecuted against
the  Company  whether  or not action is brought against any other guarantor, any
other  party  or  any Borrower and whether or not any other guarantor, any other
party  or  any  Borrower  be  joined  in any such action or actions. The Company
waives,  to  the  full  extent  permitted  by law, the benefit of any statute of
limitations  affecting  its liability hereunder or the enforcement thereof.  Any
payment  by  a Borrower or other circumstance which operates to toll any statute
of  limitations  as  to  such  Borrower  shall  operate  to  toll the statute of
limitations  as  to  the  Company's  obligations  under  this  Article  XII.

12.05     Authorization.  The  Company  authorizes  the  Guaranteed  Creditors
without  notice or demand (except as shall be required by applicable statute and
cannot  be  waived), and without affecting or impairing its liability hereunder,
from  time  to  time  to:

(a)     change  the  manner, place or terms of payment of, and/or change or
extend  the time of payment of, renew, increase, accelerate or alter, any of the
Guaranteed  Obligations  (including  any  increase  or  decrease  in the rate of
interest  thereon), any security therefor, or any liability incurred directly or
indirectly  in  respect thereof, and the Guaranty herein made shall apply to the
Guaranteed  Obligations  as  so  changed,  extended,  renewed  or  altered;

(b)     take and hold security for the payment of the Guaranteed Obligations and
sell,  exchange,  release, surrender, realize upon or otherwise deal with in any
manner  and  in  any  order  any  property  by whomsoever at any time pledged or
mortgaged  to  secure,  or howsoever securing, the Guaranteed Obligations or any
liabilities  (including  any of those hereunder) incurred directly or indirectly
in  respect  thereof  or  hereof,  and/or  any  offset  thereagainst;


(c)     exercise  or  refrain from exercising any rights against any Borrower or
others  or  otherwise  act  or  refrain  from  acting;

(d)     release  or  substitute  any  one  or  more  indorsers,  guarantors, any
Borrower  or  other  obligors;

(e)     settle  or  compromise  any  of the Guaranteed Obligations, any security
therefor  or  any liability (including any of those hereunder) incurred directly
or  indirectly  in respect thereof or hereof, and may subordinate the payment of
all  or any part thereof to the payment of any liability (whether due or not) of
any  Borrower  to  its  creditors  other  than  the  Guaranteed  Creditors;

(f)     apply any sums by whomsoever paid or howsoever realized to any liability
or  liabilities  of  any Borrower to the Guaranteed Creditors regardless of what
liability  or  liabilities  of  the  Company  or  any  Borrower  remain  unpaid;

(g)     consent  to  or  waive  any  breach  of, or any act, omission or default
under,  this  Agreement  or  any  of  the  instruments or agreements referred to
herein,  or  otherwise amend, modify or supplement this Agreement or any of such
other  instruments  or  agreements;  and/or

(h)     take any other action which would, under otherwise applicable principles
of  common  law, give rise to a legal or equitable discharge of the Company from
its  liabilities  under  this  Guaranty.

12.06     Reliance.  It  is  not  necessary  for any Guaranteed Creditor to
inquire  into the capacity or powers of any Borrower or the officers, directors,
partners  or  agents  acting  or  purporting  to  act  on  their behalf, and any
Guaranteed  Obligations  made or created in reliance upon the professed exercise
of  such  powers  shall  be  guaranteed  hereunder.

12.07     Subordination.  Any  of  the indebtedness of each Borrower relating to
the  Guaranteed  Obligations  now  or  hereafter  owing to the Company is hereby
subordinated  to  the  Guaranteed  Obligations  of  such  Borrower  owing to the
Guaranteed  Creditors;  and  if  Agent  so  requests  at a time when an Event of
Default  exists, all such indebtedness relating to the Guaranteed Obligations of
such  Borrower  to  the Company shall be collected, enforced and received by the
Company for the benefit of the Guaranteed Creditors and be paid over to Agent on
behalf  of  the Guaranteed Creditors on account of the Guaranteed Obligations of
such Borrower to the Guaranteed Creditors, but without affecting or impairing in
any  manner  the  liability  of  the  Company under the other provisions of this
Guaranty.  Prior  to  the  transfer  by  the  Company  of any note or negotiable
instrument  evidencing  any  of  the  indebtedness  relating  to  the Guaranteed
Obligations of such Borrower to the Company, the Company shall mark such note or
negotiable  instrument  with  a  legend  that  the  same  is  subject  to  this
subordination.  Without  limiting  the  generality of the foregoing, the Company
hereby  agrees with the Guaranteed Creditors that it will not exercise any right
of  subrogation  which  it  may  at  any time otherwise have as a result of this
Guaranty  (whether  contractual,  under  Section  509  of the Bankruptcy Code or
otherwise)  until  all Guaranteed Obligations have been irrevocably paid in full
in  cash.

12.08     Waiver.

(a)     The  Company  waives  any  right  (except  as  shall be required by
applicable  statute  and cannot be waived) to require any Guaranteed Creditor to
(i)  proceed  against any Borrower, any other guarantor or any other party, (ii)
proceed  against  or  exhaust  any  security  held  from any Borrower, any other
guarantor  or any other party or (iii) pursue any other remedy in any Guaranteed
Creditor's power whatsoever.  The Company waives any defense based on or arising
out  of  any  defense  of  any Borrower, any other guarantor or any other party,
other  than  payment  in full of the Guaranteed Obligations, based on or arising
out  of  the disability of any Borrower, any other guarantor or any other party,
or  the  validity, legality or unenforceability of the Guaranteed Obligations or
any  part  thereof  from  any  cause,  or  the  cessation  from any cause of the
liability  of  any  Borrower  other  than  payment  in  full  of  the Guaranteed
Obligations.  The  Guaranteed Creditors may, at their election, foreclose on any
security  held by Agent or any other Guaranteed Creditor by one or more judicial
or  nonjudicial  sales,  whether  or  not  every  aspect  of  any  such  sale is
commercially  reasonable  (to  the  extent  such sale is permitted by applicable
law),  or  exercise  any other right or remedy the Guaranteed Creditors may have
against  any  Borrower or any other party, or any security, without affecting or
impairing in any way the liability of the Company hereunder except to the extent
the  Guaranteed  Obligations  have  been  paid.  The  Company waives any defense
arising  out  of any such election by the Guaranteed Creditors, even though such
election  operates  to  impair  or  extinguish  any  right  of  reimbursement or
subrogation  or other right or remedy of the Company against any Borrower or any
other  party  or  any  security.

(b)     The  Company  waives all presentments, demands for performance, protests
and  notices, including without limitation notices of nonperformance, notices of
protest,  notices  of  dishonor,  notices  of  acceptance  of this Guaranty, and
notices  of the existence, creation or incurring of new or additional Guaranteed
Obligations.  The  Company  assumes  all  responsibility  for  being and keeping
itself  informed  of  each Borrower's financial condition and assets, and of all
other  circumstances  bearing  upon  the  risk  of  nonpayment of the Guaranteed
Obligations  and  the  nature,  scope  and extent of the risks which the Company
assumes  and incurs hereunder, and agrees that  Agent and the Lenders shall have
no  duty  to  advise  the  Company  of  information known to them regarding such
circumstances  or  risks.

12.09     Nature  of Liability.  It is the desire and intent of the Company
and  the  Secured  Creditors  that  this  Guaranty shall be enforced against the
Company  to  the  fullest  extent permissible under the laws and public policies
applied  in  each jurisdiction in which enforcement is sought.  If, however, and
to  the extent that, the obligations of the Company under this Guaranty shall be
adjudicated  to  be  invalid or unenforceable for any reason (including, without
limitation,  because  of  any  applicable  state  or  federal  law  relating  to
fraudulent  conveyances  or  transfers),  then  the  amount  of  the  Guaranteed
Obligations  shall be deemed to be reduced and the Company shall pay the maximum
amount of the Guaranteed Obligations which would be permissible under applicable
law.
                                     * * * *

<PAGE>
                                 Signature Page
                                       to
                      Amended and Restated Credit Agreement

                                 Signature Page
                                       to
                      Amended and Restated Credit Agreement

ABC-NACO  INC.



By:  ___________________________
       Name:
       Title:


ABC-NACO  de  LATINO  AMERICA,  S.A.
   de  C.V.  (formerly  known  as  ABC-NACO  de
    Mexico,  S.A.  de  C.V.)



By:  ___________________________
       Name:
       Title:


DOMINION  CASTINGS  LIMITED



By:  ___________________________
       Name:
       Title:

<PAGE>
BANK  OF  AMERICA,  N.A.,  as  Agent



By:  ___________________________
       Name:
       Title:


<PAGE>
BANK  OF  AMERICA,  N.A.,  as  Lender  and  Issuing  Lender



By:  ___________________________
       Name:
       Title:


<PAGE>
BANK  OF  AMERICA  CANADA,  as  the  Canadian  Revolving  Lender



By:  ___________________________
       Name:
       Title:



<PAGE>
ABN  AMRO  BANK  N.V.,  as  Lender



By:  ___________________________
       Name:
       Title:



By:  ___________________________
       Name:
       Title:



<PAGE>
FLEET  NATIONAL  BANK,  as  Lender



By:  ___________________________
       Name:
       Title:


<PAGE>
BANK  ONE,  NA  (Main  Chicago  Office),  as  a  Lender



By:  ___________________________
       Name:
       Title:

<PAGE>
FIRSTAR  BANK,  N.A.,  as  Lender



By:  ___________________________
       Name:
       Title:

<PAGE>
HARRIS  TRUST  AND  SAVINGS  BANK,  as  Lender



By:  ___________________________
       Name:
       Title:

<PAGE>
LASALLE  BANK  NATIONAL  ASSOCIATION,  as  Lender



By:  ___________________________
       Name:
       Title:

<PAGE>
THE  NORTHERN  TRUST  COMPANY,  as  Lender



By:  ___________________________
       Name:
       Title:


<PAGE>
PNC  BANK  NATIONAL  ASSOCIATION,  as  Lender



By:  ___________________________
       Name:
       Title:

<PAGE>
US  BANK  NATIONAL  ASSOCIATION,  as  Lender



By:  ___________________________
       Name:
       Title:


<PAGE>


                                  SCHEDULE 2.06

The following provisions shall apply solely to the Canadian Revolving Loans
made  by the Canadian Revolving Lender.  To the extent any of the provisions set
forth  in  the Schedule 2.05 conflict with the provisions otherwise set forth in
the  Credit  Agreement,  the  provisions set forth below shall govern but solely
with  respect  to  the  Loans  made  by  the  Canadian Revolving Lender.  Unless
otherwise  defined  herein,  capitalized  terms used in this Schedule 2.05 shall
have  the  meanings  assigned  to  them in Section 1.01 of the Credit Agreement.
1.     Definitions.

"$"  means  Canadian  Dollars  or U.S. Dollars, as the context may require.

"Canadian  Base  Rate  Loan" means a Loan in Dollars or Canadian Dollars made by
the  Canadian  Revolving  Lender  bearing  interest  at  the  Base Rate plus the
Applicable  Margin.

"Canadian Borrowing" means a borrowing by the Canadian Borrower under Article II
of  the  Credit Agreement and in accordance with the terms and conditions of the
Credit  Agreement  and  this  Schedule  2.05.
"Canadian  Borrowing  Date"  means  a  day on which a Canadian Borrowing occurs.

"Canadian  Loan"  shall  mean  a  Canadian  Base  Rate  Loan.

2.     Procedure  for  Canadian  Borrowings.

(a)     Each Canadian Borrowing by the Canadian Borrower shall be made upon
the  Canadian  Borrower's  irrevocable written notice delivered to the Agent and
the  Canadian Revolving Lender in a form specified by the Agent and the Canadian
Revolving  Lender,  which  notice  must be received by each of the Agent and the
Canadian  Revolving Lender prior to 11:00 a.m. (Toronto time) on the date of the
requested  Canadian  Borrowing  Date,  specifying:

(i)     the  amount  of  the  Canadian  Borrowing,  which  shall  be  in an
aggregate  minimum  amount  of $1,000,000, or any multiple of $100,000 in excess
thereof  (which  borrowing  shall  be  denominated either in Canadian Dollars or
Dollars);

(ii)     the  requested  Canadian Borrowing Date, which shall be a Business Day;
and

(iii)     whether  such Canadian Loans are to be denominated in Canadian Dollars
or  Dollars.  If  the notice of borrowing fails to specify the currency in which
such Loans are to be denominated, the denomination will be deemed to be Canadian
Dollars.

(b)     The  Canadian  Borrower  hereby  authorizes  the Canadian Revolving
Lender  and the Agent to accept Notices of Borrowing based on telephonic notices
made by any person or persons the Agent or the Canadian Revolving Lender in good
faith  believes  to be acting on behalf of the Canadian Borrower or the Company.
The  Canadian  Borrower agrees to deliver promptly to the Agent and the Canadian
Revolving  Lender  a written confirmation of each telephonic notice, signed by a
Responsible  Officer  or  an  authorized  designee.  If the written confirmation
differs  in  any  material  respect  from  the action taken by the Agent and the
Canadian  Revolving  Lender, the records of the Agent and the Canadian Revolving
Lender  shall  govern,  absent  manifest  error.

3.     Loan  Accounts.

(a)     The  Canadian  Revolving  Loans  shall  be evidenced by one or more
accounts or records maintained by the Canadian Revolving Lender and the Agent in
the ordinary course of business.  The loan accounts or records maintained by the
Agent  and  the  Canadian  Revolving  Lender  shall  be  presumed correct absent
manifest  error  of  the  amount  of  the  Canadian  Revolving Loans made to the
Canadian  Borrower,  and  the  interest and payments thereon.  Any failure so to
record  or  any  error in doing so shall not, however, limit or otherwise affect
the  obligation  of the Canadian Borrower hereunder to pay any amount owing with
respect  to  the  Canadian  Revolving  Loans.

(b)     Upon  the  request  of  the  Canadian  Revolving Lender made through the
Agent, the Canadian Revolving Loans made by the Canadian Revolving Lender may be
evidenced by one or more Notes, instead of or in addition to loan accounts.  The
Canadian  Revolving  Lender shall record on the schedules annexed to its Note(s)
the  date,  amount  and  maturity  of  each  Loan  made by it and the amount and
applicable  currency  of each payment of principal made by the Canadian Borrower
with  respect  thereto.  The Canadian Revolving Lender is irrevocably authorized
by  the  Canadian  Borrower  to  make  such recordations on its Note(s) and such
Lender's  record  shall  be  presumed  correct  absent manifest error; provided,
however,  that the failure of the Canadian Revolving Lender to make, or an error
in  making,  a  notation  thereon  with  respect  to any Loan shall not limit or
otherwise affect the obligations of the Canadian Borrower hereunder or under any
such  Note  to  such  Lender.

4.     Voluntary  Termination  or  Reduction  of  Canadian  Subsidiary Loan
Sublimit.  The  Company  may  in  accordance  with  Section  2.08  of the Credit
Agreement  specify  that  some  or  all  of  a  requested reduction in Revolving
Commitments  be  applied  to  the  Canadian  Subsidiary Loan Sublimit.  Any such
reduction  shall be in an aggregate minimum amount of $1,000,000 or any multiple
of  $1,000,000 in excess thereof; unless, after giving effect thereto and to any
prepayments of Loans made on the effective date thereof, the Effective Amount of
all  Canadian  Revolving  Loans  to  Canadian Borrower would exceed the Canadian
Subsidiary  Loan  Sublimit.  Once  reduced  in accordance with this Section, the
Canadian Subsidiary Loan Sublimit as so reduced may not be increased without the
consent  of  the  Canadian Revolving Lender.  Absent notice to the Agent and the
Canadian  Revolving  Lender, no voluntary prepayment of Canadian Revolving Loans
shall  permanently  reduce  the  Canadian  Subsidiary  Loan  Sublimit.

5.     Prepayments.

(a)     The  Canadian  Borrower  may, at any time or from time to time, and
without  premium  or penalty, with such amount of advance notice as the Canadian
Revolving  Lender  may  specify, prepay Canadian Revolving Loans to the Canadian
Revolving  Lender, in minimum amounts of $1,000,000, or any multiple of $100,000
in  the  applicable currency in excess thereof.  Such notice of prepayment shall
specify  the  date  and amount of such prepayment and applicable currency.  Such
notice  shall  not  thereafter  be  revocable by the Canadian Borrower.  If such
notice  is  given  by  the  Canadian  Borrower,  such  Borrower  shall make such
prepayment  and  the  payment  amount  specified in such notice shall be due and
payable  on  the  date specified therein, together with accrued interest to each
such  date  on  the  amount  prepaid.

(b)     If  on  any  Computation  Date  the Canadian Revolving Lender shall have
determined  that  the  Effective  Amount  of  all  Canadian Revolving Loans then
outstanding exceeds the Canadian Subsidiary Loan Sublimit by more than 2% of the
Canadian  Subsidiary  Loan  Sublimit  due  to  a  change  in applicable rates of
exchange  between  Dollars  and the Canadian Dollar, then the Canadian Revolving
Lender  may  in  its  sole  discretion  require  the Agent to give notice to the
Canadian Borrower that a prepayment is required under this section, and Canadian
Borrower  agrees  thereupon  to make prepayment of Canadian Revolving Loans such
that,  after  giving effect to all such prepayments, the Effective Amount of all
Canadian  Revolving Loans does not exceed the Canadian Subsidiary Loan Sublimit.

6.     Repayment.

Canadian  Borrower  shall  repay to the Lenders on the Termination Date the
aggregate  principal  amount  of  its  respective  Loans  and  other obligations
outstanding on such date or on such earlier date as may be required in order for
the  Borrower  to  comply  with  the provisions of Section 2.07(b) or (c) of the
Credit  Agreement.

7.     Interest.

(a)     Each Canadian Revolving Loan shall bear interest on the outstanding
principal  amount thereof from the applicable Borrowing Date at a rate per annum
equal  to  the  ,  plus  the  Applicable  Margin.

(b)     Interest  on  each  Canadian  Revolving Loan shall be paid in arrears on
each  Interest  Payment  Date.  Interest  shall  also be paid on the date of any
prepayment  of  Canadian  Loans for the portion of the Loans so prepaid and upon
payment  (including prepayment) in full thereof and, during the existence of any
Event  of  Default, interest shall be paid on demand of the Agent at the request
of  the  Canadian  Revolving  Lender.

(c)     Notwithstanding  the  foregoing,  while  any  Event of Default exists or
after  acceleration,  the Canadian Borrower shall pay interest (after as well as
before  entry  of  judgment  thereon  to  the  extent  permitted  by law) on the
principal  amount  of  all  of  its outstanding Obligations, at a rate per annum
which  is  determined  by  adding  2%  per annum to the applicable interest rate
otherwise  then  in  effect  for  such  Loans.

(d)     Anything  herein to the contrary notwithstanding, the obligations of the
Canadian  Borrower  to  any  Lender hereunder shall be subject to the limitation
that  payments  of  interest  shall  not  be  required  for any period for which
interest  is  computed  hereunder,  to  the extent (but only to the extent) that
contracting  for  or  receiving such payment by such Lender would be contrary to
the provisions of any law applicable to such Lender limiting the highest rate of
interest  that  may  be  lawfully  contracted  for,  charged or received by such
Lender,  and in such event applicable Borrower shall pay such Lender interest at
the  highest  rate  permitted  by  applicable  law.

8.     Computation  of Fees and Interest.  All computations of interest for
Canadian  Base  Rate  Loans  shall  be made on the basis of a year of 365 or 366
days,  as  the  case  may  be, and actual days elapsed.  Interest and fees shall
accrue  during  each period during which interest or such fees are computed from
the  first  day  thereof  to  the  last  day  thereof.

9.     Payments  by  the  Canadian  Borrower.

(a)     All  payments  to  be  made  by the Canadian Borrower shall be made
without set-off, recoupment or counterclaim.  Except for payments required to be
made to the Canadian Revolving Lender or as otherwise expressly provided herein,
all  payments by any Borrower shall be made to the Canadian Revolving Lender for
its account at the Canadian Revolving Lender's offices in Toronto, Ontario shall
be made in the applicable currency in which such Loan is denominated or payable.
Such  payments shall be made in immediately available funds, and (i) in the case
of  Canadian  Dollars  payments,  no later than such time on the dates specified
herein  as  may  be determined by the Agent or the Canadian Revolving Lender, as
the case may be, to be necessary for such payment to be credited on such date in
accordance  with  normal banking procedures in the place of payment, and (ii) in
the  case of any Dollar payments, no later than 11:00 a.m. (Toronto time) on the
date  specified herein.  Any payment which is received by the Canadian Revolving
Lender later than 11:00 a.m. (Toronto time), or later than the time specified by
the  Agent  or the Canadian Revolving Lender as provided in clause (i) above (in
the  case of Canadian Dollar payments), shall be deemed to have been received on
the  following Business Day and any applicable interest or fee shall continue to
accrue.

(b)     Whenever  any  payment  is  due on a day other than a Business Day, such
payment  shall be made on the following Business Day, and such extension of time
shall  in  such  case be included in the computation of interest or fees, as the
case  may  be.
                                     * * * *


<PAGE>