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                                                                     Exhibit 4.4

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

         FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
April 5, 2002, among QUALITY DISTRIBUTION, INC. (f/k/a MTL, Inc.), a Florida
corporation (the "U.S. Borrower"), LEVY TRANSPORT LTD./LEVY TRANSPORT LTEE, a
Quebec company and a Wholly-Owned Subsidiary of the U.S. Borrower (the "Canadian
Borrower"), the various Subsidiaries of the U.S. Borrower party to the U.S.
Subsidiaries Guaranty referred to below (collectively, the "U.S. Subsidiary
Guarantors"), various Banks party to the Credit Agreement referred to below and
CREDIT SUISSE FIRST BOSTON, as Administrative Agent (in such capacity, the
"Administrative Agent") under the Credit Agreement. All capitalized terms used
herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.

                              W I T N E S S E T H :


         WHEREAS, the U.S. Borrower, the Canadian Borrower, the Banks, Lasalle
Bank National Association, The Bank of Nova Scotia, PB Capital Corp. (f/k/a
BHF-Bank Aktiengesellschaft), Bank Austria Creditanstalt Corporate Finance, Inc.
(f/k/a Creditanstalt Corporate Finance, Inc.) and Royal Bank of Canada, as
Co-Agents, Salomon Brothers Holding Company, Inc., as Documentation Agent,
Bankers Trust Company, as Syndication Agent, and the Administrative Agent are
parties to a Credit Agreement, dated as of June 9, 1998 and amended and restated
as of August 28, 1998 (as so amended and restated and as the same has been
further amended, modified and/or supplemented through but not including the date
hereof, the "Credit Agreement");

         WHEREAS, the U.S. Subsidiary Guarantors and the Administrative Agent
are parties to a Subsidiaries Guaranty, dated as of June 9, 1998 and amended and
restated as of August 28, 1998 (as so amended and restated, the "U.S.
Subsidiaries Guaranty"); and

         WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to amend or otherwise modify certain provisions of the
Credit Agreement, and the U.S. Subsidiary Guarantors wish to make certain
acknowledgements with respect to the Credit Agreement, in each case as herein
provided;

         NOW, THEREFORE, it is agreed:

I. Amendments to Credit Agreement and Selected Exhibits thereto.

         1. The first paragraph of the Credit Agreement is hereby amended by
deleting the text "(the "U.S. Borrower")" appearing in said paragraph and
inserting the text "("Holdings")" in lieu thereof and (ii) deleting the text
"the U.S. Borrower" appearing in said paragraph and inserting the word
"Holdings" in lieu thereof.

         2. Each reference to "the U.S. Borrower" appearing in the recitals to
the Credit Agreement and the first two references to "the U.S. Borrower"
appearing in Section 1.01(a) are hereby deleted and replaced with the word
"Holdings".
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         3. The Banks and the Credit Agreement Parties (as defined below) hereby
agree that on and after the Qualified Exchange Transaction Date (as defined
below) the restrictions set forth in Section 2, Part I of the Fourth Amendment
shall no longer be applicable and shall cease to have any force or effect.

         4. The first reference to "the U.S. Borrower" appearing in each of
Sections 1.01(e), 1.01(f) and 1.01(g) of the Credit Agreement is hereby deleted
and replaced with the word "Holdings".

         5. Section 1.03(a) of the Credit Agreement is hereby amended by
deleting the text "Tranche, D" appearing in said Section and inserting the text
", Tranche D" in lieu thereof.

         6. Section 2.01 of the Credit Agreement is hereby amended by (i)
inserting the text "or Holdings (if not the U.S. Borrower)" immediately after
the first reference to the "U.S. Borrower" appearing in clause (a) of said
Section, (ii) deleting the amount "$25,000,000" appearing in clause (c) of said
Section and inserting the amount "$35,000,000" in lieu thereof and (iii)
inserting the following new clause (f) at the end of said Section:

                  "(f) Notwithstanding anything to the contrary on the face of
         any Letter of Credit outstanding after the Qualified Exchange
         Transaction Date which indicates that Holdings is the account party
         thereunder, it is understood and agreed that the U.S. Borrower shall be
         (and shall be treated as) the account party thereunder for all purposes
         of the Credit Documents.".

         7. Section 2.02(a) of the Credit Agreement is hereby amended by
inserting the text "or Holdings (if not the U.S. Borrower)" immediately after
the text "Whenever the U.S. Borrower" appearing in said Section.

         8. Section 4.01 of the Credit Agreement is hereby amended by (i)
deleting each reference to "Authorized Officer of the U.S. Borrower" appearing
in said Section and inserting the text "Authorized Officer of Holdings" in lieu
thereof and (ii) deleting the text "U.S. Borrower" appearing in clause (i) of
said Section and inserting the text "Holdings" in lieu thereof.

         9. Sections 4.02(c), (d), (e), (f) and (h) of the Credit Agreement are
hereby amended by deleting the text "the U.S. Borrower" in each place it appears
in said Sections and inserting the text "Holdings" in lieu thereof.

         10. Section 4.02(d) of the Credit Agreement is hereby further amended
by inserting the text "(other than PIK Preferred Stock issued pursuant to the
Tranche D Term Loan Exchange, to the extent same may (or may be deemed to)
constitute Qualified Preferred Stock)" immediately after the text "Qualified
Preferred Stock" appearing in said Section.

         11. Section 4.02(e) of the Credit Agreement is hereby further amended
by (i) inserting the text "(other than PIK Preferred Stock issued pursuant to
the Tranche D Term Loan Exchange, to the extent same may (or may be deemed to)
constitute Qualified Preferred Stock)" immediately after the first reference to
"Qualified Preferred Stock" appearing in said Section, (ii) deleting the text
"U.S. Borrower Common Stock" in each place it appears in said Section and


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inserting the text "Holdings Common Stock" in lieu thereof and (iii) deleting
clause (y) appearing in the second parenthetical in said Section in its entirety
and inserting the following new clause (y) in lieu thereof:

         "(y) so long as no Default or Event of Default is then in existence,
         any issuance of Holdings Common Stock or Qualified Preferred Stock
         after the consummation of the Exchange Transaction to the extent the
         proceeds therefrom are used to repurchase and/or redeem Senior
         Subordinated Notes (and, on and after the issuance thereof, Senior
         Subordinated Secured Notes and Senior Secured Notes) in accordance with
         the requirements of subclause (y) of the proviso appearing in Section
         9.12(ii)".

         12. Section 4.02(h) of the Credit Agreement is hereby amended by
inserting the following text immediately before the period at the end of the
first sentence appearing in said Section:

         "; provided that with respect to (and only with respect to) any cash
         proceeds received from the issuance of PIK Preferred Stock in
         connection with the Tranche D Term Loan Exchange and required to be
         applied pursuant to Section 4.02(d) in accordance with this Section
         4.02(h), such proceeds shall be applied to repay outstanding principal
         of Tranche D Term Loans".

         13. Section 4.04(a) of the Credit Agreement is hereby amended by (i)
deleting the first sentence of said Section in its entirety and inserting the
sentence "All payments made by any Credit Agreement Party hereunder (including,
in the case of the U.S. Borrower and Holdings (if not the U.S. Borrower), in
their capacity as Guarantors pursuant to Sections 14 and 16, as applicable) or
under any Note will be made without setoff, counterclaim or other defense." and
(ii) deleting each reference to the word "Borrower" appearing elsewhere in said
Section and inserting the text "Credit Agreement Party" in lieu thereof.

         14. Sections 5.02, 5.03, 5.04, 5.08, 5.09, 5.10, 5.12, 5.14, 5.15, 5.17
and 5.18 (and all subsections thereof, if any) of the Credit Agreement are
hereby amended by deleting each reference to the text "the U.S. Borrower"
appearing in said Sections and inserting the text "Holdings" in lieu thereof.

         15. Section 5.08 of the Credit Agreement is hereby further amended by
(i) deleting the text "Seller PIK Preferred Stock" appearing in clause (b) of
said Section and inserting the text "PIK Preferred Stock" in lieu thereof, (ii)
deleting the text "Apollo PIK Preferred Stock" appearing in clause (b) of said
Section and inserting the text "PIK Preferred Stock" in lieu thereof and (iii)
deleting the text "U.S. Borrower Common Stock" appearing in clause (b) of said
Section and inserting the text "Holdings Common Stock" in lieu thereof.

         16. Section 6 of the Credit Agreement is hereby amended by deleting the
text "Borrower" appearing in the last paragraph of said Section and inserting
the text "Credit Agreement Party" in lieu thereof.

         17. The preamble to Section 7 of the Credit Agreement is hereby amended
by


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deleting each reference to the text "Borrower" appearing therein and
inserting the text "Credit Agreement Party" in lieu thereof.

         18. Sections 7.01 and 7.04 of the Credit Agreement are hereby amended
by deleting the text "Borrower" in each place it appears in said Sections and
inserting the text "Credit Agreement Party" in lieu thereof.

         19. Sections 7.07, 7.08, 7.09, 7.10 and 7.12 of the Credit Agreement
are hereby amended by deleting each reference to the text "the U.S. Borrower"
appearing in said Sections (including any subsections thereof) and inserting the
text "Holdings" in lieu thereof.

         20. Section 7.11 of the Credit Agreement is hereby amended by deleting
the text "Canadian Security Documents" appearing in said Section and inserting
the text "Security Documents other than U.S. Security Documents" in lieu
thereof.

         21. Section 7.12 of the Credit Agreement is hereby further amended by
(i) deleting each reference to the text "each Borrower" appearing in said
Section and inserting the text "each Credit Agreement Party" in lieu thereof and
(ii) deleting the text "any Borrower" appearing in said Section and inserting
the text "Holdings" in lieu thereof.

         22. Section 7.13 of the Credit Agreement is hereby amended by (i)
deleting clauses (x) and (y) appearing in the first sentence of said Section and
inserting the text "350,000 of which shares shall be PIK Preferred Stock, of
which 105,000 shares shall be issued to Apollo and outstanding and of which
50,000 shares shall be issued to the Seller and outstanding" in lieu thereof,
(ii) deleting each reference to "the U.S. Borrower" appearing in said Section
and inserting the text "Holdings" in lieu thereof and (iii) deleting the text
"U.S. Borrower Common Stock" appearing in said Section and inserting the text
"Holdings Common Stock" in lieu thereof.

         23. Sections 7.14, 7.15, 7.16, 7.17, 7.18, 7.19, 7.20, 7.21, 7.24 and
7.27 of the Credit Agreement are hereby amended by deleting each reference to
the text "the U.S. Borrower" and "the U.S. Borrower's" appearing in said
Sections and inserting the text "Holdings" and "Holdings'", respectively, in
lieu thereof.

         24. Section 7.25 of the Credit Agreement is hereby amended by (i)
inserting the text "(a)" immediately prior to the text "CLC Acquisition Corp.
was" appearing in said Section and (ii) inserting the following new clauses (b)
and (c) at the end of said Section:

                  "(b) From and after the Qualified Exchange Transaction Date,
         Holdings has no significant assets (other than the capital stock of the
         U.S. Borrower) or liabilities (other than under this Agreement and the
         other Documents to which it is a party and those liabilities permitted
         to be incurred by Holdings pursuant to Section 9.01(d)).

                  (c) QDI LLC will be formed to effect the Exchange Transaction
         (unless the Exchange Transaction takes the form of the Minority
         Noteholders Senior Subordinated Notes Exchange Transaction). After the
         formation of QDI LLC and prior to the consummation of the Exchange
         Transaction, QDI LLC had no


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         significant assets or liabilities (other than those liabilities under
         the Exchange Transaction Documents to which it is a party).".

         25. Section 7.26 of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting the new Section 7.26 in lieu thereof:

                  "7.26 Subordination, etc. (a) The subordination provisions
         contained in the Senior Subordinated Note Documents are (and, on and
         after the execution and delivery thereof, in any Holdings PIK Notes
         Documents or any agreements or instruments relating to Convertible
         Subordinated Notes, Shareholder Subordinated Notes, Permitted
         Subordinated Indebtedness and Permitted Holdings Subordinated
         Refinancing Indebtedness, will be) enforceable against Holdings, the
         other U.S. Credit Parties party thereto and the holders of the Senior
         Subordinated Notes (or the Holdings PIK Notes, Convertible Subordinated
         Notes, Shareholder Subordinated Notes, Permitted Subordinated
         Indebtedness or Permitted Holdings Subordinated Refinancing
         Indebtedness, as the case may be), except to the extent that the
         enforceability thereof may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or similar laws generally
         affecting creditors' rights and by equitable principles (regardless of
         whether enforcement is sought in equity or at law), and all Obligations
         (or, if the Qualified Exchange Transaction Date has occurred,
         Guaranteed Obligations) of Holdings hereunder and all other obligations
         of the Credit Parties under the Credit Documents (including pursuant to
         the Guaranties) are within the definitions of "Senior Debt" or
         "Guarantor Senior Debt", as applicable, and "Designated Senior Debt"
         included in such subordination provisions.

                  (b) On and after the execution and delivery thereof, the
         subordination provisions contained in the Senior Subordinated Secured
         Notes Documents and any agreements or instruments relating to Permitted
         QDI LLC Subordinated Refinancing Indebtedness will be enforceable
         against QDI LLC, the U.S. Subsidiary Guarantors party thereto and the
         holders of the Senior Subordinated Secured Notes or the Permitted QDI
         LLC Subordinated Refinancing Indebtedness, as the case may be, except
         to the extent that the enforceability thereof may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar laws generally affecting creditors' rights and by equitable
         principles (regardless of whether enforcement is sought in equity or at
         law), and all Obligations hereunder and all obligations of the Credit
         Parties under the other Credit Documents (including pursuant to the
         Subsidiaries Guaranties but excluding obligations (and guarantee
         obligations) with respect to the Senior Subordinated Secured Notes
         included pursuant to the Security Documents) are within the definitions
         of "Senior Debt" or "Guarantor Senior Debt", as applicable, and
         "Designated Senior Debt" included in such subordination provisions.

                  (c) On and after the date of any issuance of Senior Secured
         Notes pursuant to the Exchange Transaction, all Obligations of Holdings
         hereunder and all obligations of the Credit Parties under the other
         Credit Documents (including pursuant to the Subsidiaries Guaranties but
         excluding obligations (and guarantee obligations) with respect to the
         Senior Secured Notes included pursuant to the Security Documents) are
         within the definition of "Pari Passu Debt" or "Guarantor Pari Passu
         Debt", as applicable, included in


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<PAGE>
         the Senior Secured Notes Indenture.".

         26. Section 7 of the Credit Agreement is hereby further modified by
adding new Section 7.28 at the end of said Section 7:

                  "7.28 Special Tax Representation Relating to the Exchange
         Transaction. As at December 31, 2001, Holdings and its Subsidiaries had
         net operating loss carryforwards equal to at least $85,000,000.".

         27. The preamble to Section 8 of the Credit Agreement is hereby amended
by deleting the text "Borrower" appearing therein and inserting the text "Credit
Agreement Party" in lieu thereof.

         28. Sections 8.01(a), (b), (c), (d), (e), (f), (g), (h), (i), (k) and
(l) of the Credit Agreement are hereby amended by deleting each reference to the
text "The U.S. Borrower" and "the U.S. Borrower" appearing in said Sections and
inserting the text "Holdings" in lieu thereof.

         29. Section 8.01(d) of the Credit Agreement is hereby further amended
by deleting the text "9.17" appearing in said Section and inserting the text
"(at all times prior to the Qualified Exchange Transaction Date) 9.17" in lieu
thereof.

         30. Section 8.01(e) of the Credit Agreement is hereby further amended
by deleting the text "any Borrower" and "the respective Borrower or Borrowers"
appearing in said Section and inserting the text "any Credit Agreement Party"
and "the respective Credit Agreement Party", respectively, in lieu thereof.

         31. Section 8.01(k) of the Credit Agreement is hereby amended by
deleting the text "PIK Preferred Stock and, in the case of CLC, the CLC
Preferred Stock) or of the Senior Subordinated Notes, the CLC Senior Notes or
any Permitted Debt" appearing in said Section and inserting the text "PIK
Preferred Stock or Qualified Preferred Stock and, in the case of CLC, the CLC
Preferred Stock) or of the Senior Subordinated Notes, the CLC Senior Notes or,
on and after the issuance or incurrence thereof, any Senior Secured Notes, any
Senior Subordinated Secured Notes, any Holdings PIK Note or any Permitted Debt"
in lieu thereof.

         32. Section 8.01(l) of the Credit Agreement is hereby further amended
by deleting the text "ending during the Leverage Covenant Modification Period
(unless prior to such fiscal month the Borrower shall have demonstrated
compliance with a Total Leverage Ratio of less than 4.00 to 1.00 (as set forth
in an officer's certificate delivered pursuant to Section 8.01(d))" appearing in
said Section in its entirety.

         33. Section 8.02 of the Credit Agreement is hereby amended by (i)
deleting the text "the Borrowers" appearing in said Section and inserting the
text "the Credit Agreement Parties" in lieu thereof and (ii) after giving effect
to the amendment in preceding clause (i), deleting each reference to the text
"Borrower" appearing in said Section and inserting the text "Credit Agreement
Party" in lieu thereof.

         34. Sections 8.03(a), (b) and (c) of the Credit Agreement are hereby
amended


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by (i) deleting the text "the U.S. Borrower" appearing in said Section and
inserting the text "Holdings" in lieu thereof and (ii) after giving effect to
the amendment in preceding clause (i), deleting each reference to the text
"Borrower" appearing in said Sections and inserting the text "Credit Agreement
Party" in lieu thereof.

         35. Sections 8.04, 8.05, 8.06 and 8.07 of the Credit Agreement are
hereby amended by deleting each reference to the text "Borrower" appearing in
said Sections (including any subsections thereof) and inserting the text "Credit
Agreement Party" in lieu thereof.

         36. Section 8.08 of the Credit Agreement is hereby amended by deleting
each reference to the text "the U.S. Borrower" appearing in said Section and
inserting the text "Holdings" in lieu thereof.

         37. Sections 8.09, 8.10 and 8.11(a) and (b) of the Credit Agreement are
hereby amended by deleting each reference to the text "Borrower" appearing in
said Sections and inserting the text "Credit Agreement Party" in lieu thereof.

         38. Section 8.11 of the Credit Agreement is hereby further amended by
(i) inserting the text "(or if so covered, are not subject to valid and
enforceable perfected security interests, hypothecations or mortgages on the
terms specified in the immediately succeeding sentence)" immediately after the
text "as are not covered by such original Security Documents" appearing in the
first sentence of clause (a) of said Section, (ii) deleting clause (c) of said
Section in its entirety, (iii) redesignating clause (d) of said Section as
clause (h) of said Section and (iv) inserting the following new clauses (c),
(d), (e), (f) and (g) immediately after clause (b) of said Section:

                  "(c) The Administrative Agent or the Required Banks may at any
         time after the consummation of the Exchange Transaction request that
         one or more Subsidiaries of Holdings organized under the laws of one or
         more jurisdictions which are not Qualified Jurisdictions become
         Additional Foreign Subsidiary Guarantors, in which case the Credit
         Agreement Parties shall cause each such Subsidiary which has been
         specifically requested to become a Subsidiary Guarantor to execute and
         deliver an Additional Foreign Subsidiaries Guaranty (in the form
         contemplated by the definition thereof) and Additional Foreign Security
         Agreement(s) (in the form or forms contemplated by the definition
         thereof) and, in each case, to take all reasonable actions in
         connection therewith as would otherwise have been required to be taken
         pursuant to Section 5 if such Subsidiary had been a Credit Party on the
         Initial Borrowing Date, provided that no Subsidiary of Holdings shall
         be required to take such actions if, and to the extent that, based upon
         written advice of local counsel satisfactory to the Administrative
         Agent, Holdings and/or such Subsidiary concludes that the taking of
         such actions would violate the laws of the jurisdiction in which the
         respective Subsidiary is organized, provided further, that if steps
         (such as limiting the amount guaranteed) can be taken so that such
         violation would not exist, then if requested by the Administrative
         Agent or the Required Banks, the respective Subsidiary shall enter into
         a modified Additional Foreign Subsidiaries Guaranty or Additional
         Foreign Security Agreement(s), as the case may be, which provides, to
         the maximum extent permissible under applicable law, as many of the
         benefits as are provided


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<PAGE>
         pursuant to the U.S. Subsidiaries Guaranty or as are contemplated by
         the definition of Additional Foreign Security Agreement, as the case
         may be, as is possible.

                  (d) Each Credit Agreement Party will cause each Subsidiary of
         Holdings which is required to become an Additional Foreign Subsidiary
         Guarantor in accordance with the requirements of preceding clause (c),
         at their own expense, to execute, acknowledge and deliver, or cause the
         execution, acknowledgment and delivery of, and thereafter register,
         file or record in any appropriate governmental office, any document or
         instrument reasonably deemed by the Collateral Agent to be necessary or
         desirable for the creation and perfection of the Liens on its assets
         intended to be created pursuant to the relevant Security Documents.
         Each Credit Agreement Party will take, and cause each Subsidiary
         described above in this clause (d) to take, all actions reasonably
         requested by the Administrative Agent (including, without limitation,
         the filing of UCC-1's (or the appropriate equivalent filings under the
         laws of any relevant foreign jurisdiction), the furnishing of legal
         opinions, etc.) in connection with the granting of such security
         interests.

                  (e) At any time that the U.S. Borrower or any U.S. Subsidiary
         Guarantor which is not already party to a Canadian Security Agreement
         and a Canadian Movable Hypothec (of the type required to be entered
         into by certain U.S. Subsidiary Guarantors on the Restatement Effective
         Date) commences business operations in Canada or any province thereof,
         such U.S. Credit Party shall execute and deliver a counterpart of the
         Canadian Security Agreement and the Canadian Movable Hypothec (of the
         relevant type) and take all such other actions pursuant to Section
         8.11(b) as may be requested by the Collateral Agent.

                  (f) Each Credit Agreement Party agrees that each action
         required above by this Section 8.11 shall be completed as soon as
         possible, but in no event later than 90 days (or, after the
         consummation of the Exchange Transaction, 60 days) after such action is
         either requested to be taken by the Administrative Agent, the
         Collateral Agent or the Required Banks or required to be taken by the
         Credit Agreement Parties and their respective Subsidiaries pursuant to
         the terms of this Section 8.11; provided that in no event will any
         Credit Agreement Party or any of its Subsidiaries be required to take
         any action, other than using its commercially reasonable efforts, to
         obtain consents from third parties with respect to its compliance with
         this Section 8.11.

                  (g) Notwithstanding anything to the contrary contained above
         or elsewhere in this Agreement, except as may be specifically requested
         from time to time pursuant to Section 8.11(c), no Subsidiary of
         Holdings organized under the laws of a Non-Qualified Jurisdiction shall
         execute and deliver any Subsidiaries Guaranty, or become a Subsidiary
         Guarantor, unless the Administrative Agent or the Required Banks agree
         thereto (after evaluating the nature of the guaranty to be provided,
         any limitations on the amount guaranteed and the enforceability
         thereof, in each case in conjunction with advice of local counsel
         acceptable to the Administrative Agent or Required Banks).".

         39. Section 8.12 of the Credit Agreement is hereby amended by inserting
the text "at any time prior to the consummation of the Exchange Transaction
(and, if same has not


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been consummated by September 30, 2002, at all times after such date)"
immediately after the text "official pronouncements issued or promulgated
thereunder" appearing in said Section.

         40. Notwithstanding anything to the contrary contained in Sections
8.14, 9.02(h) and 9.05(j) of the Credit Agreement, at all times on and after the
Fifth Amendment Effective Date and prior to the earlier to occur of (x) the
Original Financial Covenants Compliance Date (as defined in the Fourth
Amendment) and (y) the Qualified Exchange Transaction Date, neither Holdings nor
any of its Subsidiaries shall be permitted to consummate any Permitted
Acquisition without the express written consent of the Required Banks. The Banks
and the Borrowers understand and agree that this Part I, Section 40 shall
supersede and replace in all respects Section 17, Part I of the Fourth Amendment
(which such Section shall cease to have any force or effect).


         41. Section 8.14(a) of the Credit Agreement is hereby amended by (i)
deleting clause (v) of said Section in its entirety and inserting the following
new clause (v) in lieu thereof:

                  "(v) calculations are made by the U.S. Borrower demonstrating
         compliance with an Adjusted Senior Leverage Ratio not to exceed (x) at
         any time prior to the Qualified Exchange Transaction Date, 3.75:1.0 on
         the last day of the relevant Calculation Period, on a Pro Forma Basis
         as if the respective Permitted Acquisition (as well as all other
         Permitted Acquisitions theretofore consummated after the first day of
         such Calculation Period) had occurred on the first day of such
         Calculation Period and (y) at any time on or after the Qualified
         Exchange Transaction Date, 4.00:1.0 on the last day of the relevant
         Calculation Period, on a Pro Forma Basis (for this purpose, however,
         without giving effect to the respective Permitted Acquisition but after
         giving effect to all other Permitted Acquisitions (if any) theretofore
         consummated after the first day of such Calculation Period), as if such
         other Permitted Acquisitions had occurred on the first day of such
         Calculation Period;",

(ii) deleting the word "and" appearing immediately prior to the text "(ix) the
U.S. Borrower" appearing in said Section, (iii) deleting clause (ix) appearing
in said Section in its entirety and inserting the following new text in lieu
thereof:

         "; (ix) the aggregate amount of cash (and Cash Equivalents) payable in
         connection with the proposed Permitted Acquisition (including, without
         limitation, payments of fees and costs and expenses and all contingent
         cash purchase price or other earnout obligations of Holdings and its
         Subsidiaries incurred in connection therewith (as determined in good
         faith by the U.S. Borrower and the Administrative Agent)) does not
         exceed $15,000,000; and (x) the U.S. Borrower shall have delivered to
         the Administrative Agent an officer's certificate executed by an
         Authorized Officer of the U.S. Borrower, certifying to the best of his
         knowledge, compliance with the requirements of preceding clauses (i)
         through (vi), inclusive, (viii) and (ix) and containing the
         calculations required by the preceding clauses (iii), (iv), (v), (viii)
         and (ix);"

and (iv) deleting the text "clause (ix)" appearing in the proviso at the end of
said Section and inserting the text "clause (x)" in lieu thereof.


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<PAGE>
         42. Section 8.14(b) of the Credit Agreement is hereby amended by
deleting the text "the relevant Pledge Agreement in accordance with the
requirements of Section 9.15" appearing in said Section and inserting the text
"the relevant Pledge Agreement or other Security Document in accordance with the
requirements of Sections 8.11 and 9.15" in lieu thereof.

         43. Section 8.15 of the Credit Agreement is hereby amended by (i)
inserting the text "(a)" immediately after the text "Maintenance of Company
Separateness." appearing in said Section and (ii) inserting the following new
clause (b) at the end of said Section:

                  "(b) Neither Holdings nor any of its Subsidiaries shall take
         any action, or conduct its affairs in a manner, which is likely to
         result in the assets and liabilities of any Credit Party being
         substantively consolidated with those of any Non-Guarantor Subsidiary
         in a bankruptcy, reorganization or other insolvency proceeding.
         Holdings shall not permit any cash of any Non-Guarantor Subsidiary and
         any Credit Party to be commingled in any bank account.".

         44. Sections 8.15(a) (as amended by the preceding Section of this
Amendment) and 8.16 of the Credit Agreement are hereby amended by deleting each
reference to the text "Borrower" appearing in said Sections and inserting the
text "Credit Agreement Party" in lieu thereof.

         45. Section 8.19 of the Credit Agreement is hereby amended by deleting
the text "Borrowers" appearing in said Section and inserting the text "Credit
Agreement Parties" in lieu thereof.

         46. Section 8 of the Credit Agreement is hereby amended by inserting
the following new Sections 8.20 and 8.21 at the end of said Section:

                  "8.20 Exchange Transaction. (a) If Holdings elects to
         consummate the Exchange Transaction, same shall have been consummated
         no later than September 30, 2002. At the time of consummation thereof,
         each element of the Exchange Transaction shall be consummated in all
         material respects in accordance with the requirements of the definition
         of Exchange Transaction (and the component definitions appearing
         therein), the terms of the relevant Exchange Transaction Documents
         therefor and all applicable laws. At the time of consummation of each
         element of the Exchange Transaction, all material consents and
         approvals of, and filings and registrations with, and all other actions
         in respect of, all governmental agencies, authorities or
         instrumentalities required in order to make or consummate each such
         element of the Exchange Transaction in accordance with the requirements
         of the definition of Exchange Transaction (and the component
         definitions appearing therein), the terms of the relevant Exchange
         Transaction Documents therefor and all applicable laws shall be (or
         have been) obtained, given, filed or taken and are or will be in full
         force and effect (or effective judicial relief with respect thereto has
         been obtained). Additionally, at the time of the consummation of each
         element of the Exchange Transaction, there shall not exist any
         judgment, order or injunction prohibiting or imposing material adverse
         conditions upon any element of the Exchange Transaction, the occurrence
         of any Credit Event, or the performance by Holdings and its
         Subsidiaries of


                                      -10-
<PAGE>
         their respective obligations under the Exchange Transaction Documents
         therefor and in accordance with all applicable laws. The consummation
         of the Exchange Transaction shall be deemed to be a representation and
         warranty by Holdings that all conditions thereto specified in this
         Section 8.20 have been satisfied in all material respects and that same
         is permitted in accordance with the terms of this Agreement, which
         representation and warranty shall be deemed to be a representation and
         warranty for all purposes hereunder, including, without limitation,
         Sections 6 and 10.

                  (b) On or prior to the date of the consummation of the
         Exchange Transaction:

                  (i) in the event the Exchange Transaction to be so consummated
         is a Qualified Exchange Transaction, Holdings and QDI LLC shall have
         duly authorized, executed and delivered an Assignment, Assumption and
         Contribution Agreement in the form of Exhibit P hereto (as amended,
         modified, restated and/or supplemented from time to time, the
         "Assignment, Assumption and Contribution Agreement), and the
         Assignment, Assumption and Contribution Agreement shall be in full
         force and effect;

                  (ii) immediately after giving effect to any actions required
         to be taken pursuant to preceding clause (i), each Borrower and each
         Guarantor shall have duly authorized, executed and delivered each of
         the new Credit Documents and amendments to existing Credit Documents
         referred to in Section 151 of Part I of the Fifth Amendment (in the
         form of the Exhibits specified therein) and applicable for such Person,
         and all such Credit Documents and amendments shall be in full force and
         effect;

                  (iii) subject to Section 13.19(f), (x) the Security Documents
         and amendments referred to in preceding clause (ii) or instruments
         related thereto shall have been duly recorded or filed in such manner
         and in such places as are required by law to establish, perfect,
         preserve and protect the Liens in favor of the Collateral Agent
         required to be granted pursuant to the relevant Security Documents, (y)
         all taxes, fees and other charges payable in connection therewith shall
         have been paid in full and (z) each Credit Agreement Party shall, and
         shall have caused each of its Subsidiaries to, take such other actions
         as may be necessary or, in the opinion of the Collateral Agent,
         desirable under local law (as advised by local counsel), to create,
         maintain, effect, perfect (or render enforceable against third
         parties), preserve, maintain and protect the security interests granted
         (or purported to be granted) by such Security Documents (including,
         without limitation, the execution of financing statements and transfer
         endorsements);

                  (iv) the Administrative Agent shall have received from
         Holdings, QDI LLC (in the case of a Qualified Exchange Transaction),
         the Canadian Borrower and each Subsidiary Guarantor true and correct
         certified copies of resolutions of the Board of Directors of such
         Person with respect to the matters set forth in this Section 8.20, and
         such resolutions shall in form and substance satisfactory to the
         Administrative Agent;

                  (v) the Administrative Agent shall have received from each
         Mexican Subsidiary Guarantor and QDI LLC (in the case of a Qualified
         Exchange Transaction) a certificate, dated the date of the consummation
         of the Exchange Transaction, signed by an


                                      -11-
<PAGE>
         appropriate officer of such Credit Party, certifying and attaching true
         and correct copies of the certificate of organizational documents of
         such Credit Party, and all of the foregoing shall be reasonably
         satisfactory to the Administrative Agent;

                  (vi) the Administrative Agent shall have received from each of
         (w) O'Sullivan LLP, special New York counsel to the Credit Parties, (x)
         Ogilvy Renault (or other Canadian counsel satisfactory to the
         Administrative Agent), special Canadian counsel to the Credit Parties,
         (y) Fernandez y Espino, Juarez, S.C., special Mexican counsel to the
         Credit Parties and (z) Robert Kasak, special counsel to the Credit
         Parties, an opinion addressed to each Agent, the Collateral Agent and
         each of the Banks and dated the date of the consummation of the
         Exchange Transaction, which opinions shall, in each case, cover such
         matters incident to Exchange Transaction and the other transactions
         contemplated by this Section 8.20 as the Administrative Agent may
         reasonably request (including, without limitation, customary opinions
         as to Holdings and QDI LLC (in the case of a Qualified Exchange
         Transaction) and an opinion as to no conflict with the Senior
         Subordinated Notes Indenture and any other material Indebtedness
         outstanding after giving effect to the Exchange Transaction) and
         otherwise in form and substance satisfactory to the Administrative
         Agent;

                  (vii) the Banks shall have received a solvency certificate
         meeting the requirements of Section 5.14(a) of the Credit Agreement,
         except that such certificate shall be dated the date of the
         consummation of the Exchange Transaction and shall be modified (to the
         satisfaction of the Administrative Agent) to provide that such
         certificate is being provided after giving effect to the Exchange
         Transaction;

                  (viii) the Administrative Agent shall have received true and
         correct copies of all Exchange Transaction Documents and all terms and
         conditions thereof shall be consistent with the requirements of this
         Agreement and otherwise be in form and substance satisfactory to the
         Administrative Agent;

                  (ix) in the event the Exchange Transaction to be consummated
         is a Qualified Exchange Transaction, QDI LLC shall have delivered to
         the Administrative Agent for the account of each Bank requesting same
         the appropriate Tranche A Term Note, Tranche B Term Note, Tranche C
         Term Note, Tranche D Term Note and Dollar Revolving Note and to CSFB
         the Swingline Note, in each case executed by QDI LLC and in the amount,
         maturity and as otherwise provided herein (after giving effect to the
         amendments to Exhibits B-1, B-2, B-3, B-4, B-6 and B-8 pursuant to the
         Fifth Amendment); and

                  (x) the Administrative Agent shall have received a
         certificate, dated the date of the consummation of the Exchange
         Transaction and signed on behalf of Holdings by an Authorized Officer
         of Holdings, (x) stating all of the conditions in this Section 8.20 and
         Section 6.01 of the Credit Agreement have been satisfied on such date
         and (y) containing a representation and warranty substantially
         identical to the representation set forth in (I) Section 7.26(a)
         (unless no Senior Subordinated Notes or Holdings PIK Notes are
         outstanding after giving effect to the Exchange Transaction), (II)
         Section 7.26(b) (in the event Senior Subordinated Secured Notes are
         issued in connection with the Exchange


                                      -12-
<PAGE>
         Transaction) and (III) Section 7.26(c) (in the event Senior Secured
         Notes are issued in connection with the Exchange Transaction).

                  8.21 Preferred Stock, etc. (a) Holdings shall pay all
         Dividends on PIK Preferred Stock through an increase in the aggregate
         liquidation preference of the shares of PIK Preferred Stock in respect
         of which Dividends have accrued (but not in cash).

                  (b) Holdings shall pay all Dividends on Qualified Preferred
         Stock through (x) an increase in the aggregate liquidation preference
         of the shares of Qualified Preferred Stock in respect of which
         Dividends have accrued (but not in cash) or (y) the issuance of
         additional shares of Qualified Preferred Stock (but not in cash) in
         accordance with the terms thereof.

                  (c) Holdings shall pay interest owing on any outstanding
         Senior Secured Notes through the issuance of additional Senior Secured
         Notes, rather than in cash, to the maximum extent permitted by the
         Senior Secured Notes Documents.

                  (d) The U.S. Borrower shall pay interest owing on any
         outstanding Senior Subordinated Secured Notes through the issuance of
         additional Senior Subordinated Secured Notes, rather than in cash, to
         the maximum extent permitted by the Senior Subordinated Secured Notes
         Documents.

                  (e) Holdings shall pay interest owing on any outstanding
         Holdings PIK Notes through the issuance of additional Holdings PIK
         Notes, rather than in cash, to the maximum extent permitted by the
         Holdings PIK Notes Documents.".

         47. The preamble to Section 9 of the Credit Agreement is hereby amended
by deleting the text "Borrower" appearing therein and inserting the text "Credit
Agreement Party" in lieu thereof.

         48. Section 9.01 of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting the following new Section 9.01 in
lieu thereof:

                  "9.01 Business. (a) Holdings will not, and will not permit any
         of its Subsidiaries to, engage directly or indirectly in any business
         other than a Permitted Business.

                  (b) No Unrestricted Subsidiary shall engage (directly or
         indirectly) in any business other than a Permitted Business.

                  (c) Notwithstanding the foregoing or anything to the contrary
         contained in this Agreement, Holdings will not permit MTL Investments
         to engage in any significant business or to own any assets other than
         (x) cash contributed to MTL Investments by the U.S. Borrower in
         accordance with provisions of Section 9.05 to the extent (and only to
         the extent) such cash is promptly loaned and/or contributed as a common
         equity contribution by MTL Investments to the Canadian Borrower in
         accordance with the requirements of Section 9.05 and (y) any


                                      -13-
<PAGE>
         intercompany note evidencing an intercompany loan made as contemplated
         by preceding clause (x).

                  (d) Notwithstanding the foregoing, on and after the Qualified
         Exchange Transaction Date, Holdings will not own any significant assets
         (other than its ownership of the capital stock of the U.S. Borrower and
         certain contracts (and the related rights thereunder) which Holdings is
         not permitted to transfer to the U.S. Borrower on the Qualified
         Exchange Transaction Date without the consent of third parties) or have
         any material liabilities (other than those liabilities for which it is
         responsible under this Agreement, the other Documents to which it is a
         party, Shareholder Subordinated Notes, Convertible Subordinated Notes
         and Permitted Holdings Subordinated Refinancing Indebtedness and such
         other liabilities which Holdings is expressly permitted to incur
         pursuant to the terms of this Agreement (other than pursuant to
         preceding Section 9.01(a)) and the other Credit Documents)."

         49. The preamble to Section 9.02 of the Credit Agreement is hereby
amended by deleting each reference to the text "Borrower" appearing therein and
inserting the text "Credit Agreement Party" in lieu thereof.

         50. Section 9.02(a) of the Credit Agreement is hereby amended by
deleting the text "the U.S. Borrower" appearing in said Section and inserting
the text "Holdings" in lieu thereof.

         51. Section 9.02(d) of the Credit Agreement is hereby amended by
deleting each reference to the text "the U.S. Borrower" appearing in the proviso
in said Section and inserting the text "Holdings" in lieu thereof.

         52. Sections 9.02(e) and (f) of the Credit Agreement are hereby amended
by deleting the text "any Subsidiary of the U.S. Borrower may" appearing in said
Sections and inserting the text "any Subsidiary of Holdings may" in lieu
thereof.

         53. Section 9.02(e) of the Credit Agreement is hereby further amended
by inserting the text "Holdings or" immediately after the text "(e)" appearing
in said Section.

         54. Section 9.02(g) of the Credit Agreement is hereby amended by
deleting said Section in its entirety and inserting the following new Section
9.02(g) in lieu thereof:

                  "(g) (w) any Canadian Subsidiary Guarantor may be merged or
         amalgamated with and into, or be dissolved or liquidated into, or
         transfer any of its assets to, the Canadian Borrower or any other
         Canadian Subsidiary Guarantor, (x) any Mexican Subsidiary Guarantor may
         be merged or amalgamated with and into, or be dissolved or liquidated
         into, or transfer any of its assets to, any other Mexican Subsidiary
         Guarantor, (y) any Additional Foreign Subsidiary Guarantor may be
         merged or amalgamated with and into, or be dissolved or liquidated
         into, or transfer any of its assets to, any other Additional Foreign
         Subsidiary Guarantor organized in the same jurisdiction as such
         Additional


                                      -14-
<PAGE>
         Foreign Subsidiary Guarantor and (z) any Foreign Subsidiary that is a
         Non-Guarantor Subsidiary may be merged or amalgamated with and into, or
         be dissolved or liquidated into, or transfer any of its assets to, the
         Canadian Borrower or any other Wholly-Owned Foreign Subsidiary of
         Holdings, so long as (i) in the case of a transaction described in
         preceding clause (z), the Canadian Borrower or, in the case of any such
         transaction not involving the Canadian Borrower, a Wholly-Owned Foreign
         Subsidiary of Holdings is the surviving corporation of any such merger,
         amalgamation, dissolution or liquidation and (ii) in any such case, any
         security interests granted to the Collateral Agent for the benefit of
         the Secured Creditors pursuant to the Security Documents in the assets
         (and equity interests) of any such Person subject to any such
         transaction shall remain in full force and effect and perfected and
         enforceable (to at least the same extent as in effect immediately prior
         to such merger, amalgamation, dissolution, liquidation or transfer) and
         all actions required to maintain said perfected status have been
         taken;".

         55. Section 9.02(p) of the Credit Agreement is hereby amended by
deleting each reference to the text "the U.S. Borrower" appearing in said
Section and inserting the text "Holdings" in lieu thereof.

         56. Sections 9.02(j) and (n) of the Credit Agreement are hereby amended
by deleting each reference to the text "the U.S. Borrower" appearing in said
Sections and inserting the text "Holdings" in lieu thereof.

         57. The preamble to Section 9.03 of the Credit Agreement is hereby
amended by deleting each reference to the text "Borrower" appearing therein and
inserting the text "Credit Agreement Party" in lieu thereof.

         58. Sections 9.03(b), (f), (g), (h) and (j) of the Credit Agreement are
hereby amended by deleting each reference to the text "the U.S. Borrower"
appearing in said Sections and inserting the text "Holdings" in lieu thereof.

         59. Section 9.03(c) of the Credit Agreement is hereby amended by
inserting after the text "Security Documents" appearing in said Section the text
"(it being understood and agreed that, from and after the date of the
consummation of the Exchange Transaction, the obligations relating to the Senior
Secured Notes Documents (in the event Senior Secured Notes are issued pursuant
to the Exchange Transaction) or the Senior Subordinated Secured Notes Documents
(in the event Senior Subordinated Secured Notes are issued pursuant to the
Exchange Transaction) may be secured by Collateral (other than Excluded
Collateral) pursuant to the Security Documents, on a second-priority basis to
the Non-Senior Secured Notes Obligations (in the event Senior Secured Notes are
issued pursuant to the Exchange Transaction) or the Non-Senior Subordinated
Secured Notes Obligations (in the event Senior Subordinated Secured Notes are
issued pursuant to the Exchange Transaction) (as such types of obligations are
defined in the Security Documents), in accordance with the amendments to the
various Security Documents (and the new Security Documents) authorized pursuant
to Part I, Section 151 of the Fifth Amendment, and any Security Documents
thereafter entered into may likewise secure such Indebtedness and related
obligations on substantially the same basis)".


                                      -15-
<PAGE>
         60. Section 9.03(m) of the Credit Agreement is hereby amended by
deleting the text "the U.S. Borrower" appearing in clause (ii) of the proviso of
said Section and inserting the text "Holdings" in lieu thereof.

         61. The preamble to Section 9.04 of the Credit Agreement is hereby
amended by deleting each reference to the text "Borrower" appearing therein and
inserting the text "Credit Agreement Party" in lieu thereof.

         62. Section 9.04(d) of the Credit Agreement is hereby amended by
deleting the amount "$30,000,000" appearing in clause (III) of the proviso
appearing in said Section and inserting the text "$30,000,000 (or, at any time
on and after the Qualified Exchange Transaction Date, $15,000,000)" in lieu
thereof.

         63. Sections 9.04(g), (h), (i) (j), (k) and (l) of the Credit Agreement
are hereby amended by deleting each reference to the text "the U.S. Borrower"
appearing in said Sections and inserting the text "Holdings" in lieu thereof.

         64. Section 9.04(g) of the Credit Agreement is hereby further amended
by inserting the text "(for such purpose, treating any exchange of Senior
Subordinated Notes pursuant to the Exchange Transaction as a repayment of
principal thereof)" immediately after the text "Original Effective Date"
appearing in said Section.

         65. Section 9.04(m) of the Credit Agreement is hereby amended by
inserting the text "and Holdings (if not the U.S. Borrower)" immediately after
the text "the U.S. Borrower" in each place it appears in said Section.

         66. Section 9.04(n) of the Credit Agreement is hereby amended by (i)
deleting the text "(x) Additional Senior Subordinated Note Indebtedness of the
U.S. Borrower and the U.S. Subsidiary Guarantors (as guarantors) incurred in
accordance with the requirements of the definition thereof," appearing in said
Section and (ii) deleting the period at the end of said Section and inserting a
semi-colon in lieu thereof.

         67. Section 9.04 of the Credit Agreement is hereby further amended by
inserting the following new clauses (o) and (p) after clause (n) of said
Section:

         "(o) on and after the consummation of the Exchange Transaction:

                  (A) in the case of the Minority Noteholders Senior
         Subordinated Notes Exchange Transaction, Indebtedness of Holdings, and
         guarantees thereof by the U.S. Subsidiary Guarantors, as the case may
         be, under the Senior Secured Notes and the other Senior Secured Notes
         Documents may be incurred in an aggregate principal amount at any time
         outstanding not to exceed the respective Exchange Transaction Issue
         Amount (as such amount may be (I) increased as a result of the issuance
         of any additional Senior Secured Notes to pay in kind any regularly
         accruing interest on then outstanding Senior Secured Notes in
         accordance with the terms of the Senior Secured Notes Documents and
         (II) reduced by any repayment of principal thereof), so long as the
         same is incurred in accordance with the


                                      -16-
<PAGE>
         requirements of the definition of Senior Secured Notes;

                  (B) in the case of the Alternative Senior Subordinated Notes
         Exchange Transaction, Indebtedness of the U.S. Borrower, and
         subordinated guarantees thereof by the U.S. Subsidiary Guarantors, as
         the case may be, under the Senior Subordinated Secured Notes and the
         other Senior Subordinated Secured Notes Documents may be incurred in
         accordance with the requirements of the definition of Senior
         Subordinated Secured Notes, so long as the aggregate principal amount
         of such Indebtedness at any time outstanding does not exceed the
         respective Exchange Transaction Issue Amount (as such amount of
         Indebtedness may be (I) increased as a result of the issuance of any
         additional Senior Subordinated Secured Notes to pay in kind any
         regularly accruing interest on then outstanding Senior Subordinated
         Secured Notes in accordance with the terms of the Senior Subordinated
         Secured Notes Documents and (II) reduced by any repayment of principal
         thereof);

                  (C) in the case of the Minimum Senior Subordinated Notes
         Exchange Transaction, Indebtedness of the U.S. Borrower, and
         subordinated guarantees thereof by the U.S. Subsidiary Guarantors, as
         the case may be, under the Senior Subordinated Secured Notes and the
         other Senior Subordinated Secured Notes Documents may be incurred in an
         aggregate principal amount at any time outstanding not to exceed the
         respective Exchange Transaction Issue Amount (as such amount may be (I)
         increased as a result of the issuance of any additional Senior
         Subordinated Secured Notes to pay in kind any regularly accruing
         interest on then outstanding Senior Subordinated Secured Notes in
         accordance with the terms of the Senior Subordinated Secured Notes
         Documents and (II) reduced by any repayment of principal thereof), so
         long as the same is incurred in accordance with the requirements of the
         definition of Senior Subordinated Secured Notes; or

                  (D) in the event the 90% Senior Subordinated Notes Exchange
         Condition is satisfied, Indebtedness of the U.S. Borrower, and
         subordinated guarantees thereof by the U.S. Subsidiary Guarantors, as
         the case may be, under the Senior Subordinated Secured Notes and the
         other Senior Subordinated Secured Notes Documents may be incurred in an
         aggregate principal amount at any time outstanding not to exceed the
         respective Exchange Transaction Issue Amount (as such amount may be (I)
         increased as a result of the issuance of any additional Senior
         Subordinated Secured Notes to pay in kind any regularly accruing
         interest on then outstanding Senior Subordinated Secured Notes in
         accordance with the terms of the Senior Subordinated Secured Notes
         Documents and (II) reduced by any repayment of principal thereof), so
         long as the same is incurred in accordance with the requirements of the
         definition of Senior Subordinated Secured Notes; and

         (p) on and after the consummation of a Qualified Exchange Transaction,
Indebtedness of Holdings under the Holdings PIK Notes and the other Holdings PIK
Notes Documents incurred on the Qualified Exchange Transaction Date in
accordance with the requirements of the definition of Holdings PIK Notes (as
such amount of


                                      -17-
<PAGE>
Indebtedness may be (I) increased as a result of the issuance of any additional
Holdings PIK Notes to pay in kind any regularly accruing interest on then
outstanding Holdings PIK Notes in accordance with the terms of the Holdings PIK
Notes Documents and (II) reduced by any repayment of principal thereof).".

         68. The preamble to Section 9.05 of the Credit Agreement is hereby
amended by deleting each reference to the text "Borrower" appearing therein and
inserting the text "Credit Agreement Party" in lieu thereof.

         69. Section 9.05(a) of the Credit Agreement is hereby amended by
deleting each reference to "the U.S. Borrower" appearing in said Section and
inserting the text "Holdings" in lieu thereof.

         70. Section 9.05(f) of the Credit Agreement is hereby amended by
deleting said Section in its entirety and inserting the following new Section
9.05(f) in lieu thereof:

                  "(f) (u) any U.S. Credit Party (other than, from and after the
         Qualified Exchange Transaction Date, Holdings) may make intercompany
         loans and advances to any other U.S. Credit Party (other than, from and
         after the Qualified Exchange Transaction Date, Holdings), (v) any
         Canadian Credit Party may make intercompany loans and advances to any
         other Canadian Credit Party, (w) any Mexican Subsidiary Guarantor may
         make intercompany loans and advances to any other Mexican Subsidiary
         Guarantor, (x) any Additional Foreign Subsidiary Guarantor may make
         intercompany loans and advances to any other Additional Foreign
         Subsidiary Guarantor organized in the same jurisdiction as such
         Additional Foreign Subsidiary Guarantor, (y) any U.S. Credit Party
         (other than, from and after the Qualified Exchange Transaction Date,
         Holdings) may make intercompany loans and advances to any Foreign
         Subsidiary of Holdings and (z) any Foreign Subsidiary of Holdings may
         make intercompany loans and advances to any U.S. Credit Party (other
         than, from and after the Qualified Exchange Transaction Date, Holdings)
         (such intercompany loans and advances referred to in preceding clauses
         (u) through (z), collectively, the "Intercompany Loans"), provided that
         (I) at no time shall the aggregate outstanding principal amount of all
         Intercompany Loans made pursuant to this clause (f) by the U.S. Credit
         Parties to Foreign Subsidiaries of Holdings (whether or not Credit
         Parties), when added to the amount of contributions, capitalizations
         and forgiveness theretofore made pursuant to Section 9.05(p) (and
         Section 9.05(p) of the Original Credit Agreement), exceed $10,000,000
         (or, at any time on and after the Qualified Exchange Transaction Date,
         $5,000,000) (determined without regard to any write-downs or write-offs
         of such loans and advances), (II) each Intercompany Loan shall be
         evidenced by an Intercompany Note, (III) each Intercompany Loan made by
         any Foreign Subsidiary of Holdings to a U.S. Credit Party shall contain
         the subordination provisions attached as Annex A to the Intercompany
         Note and (IV) each such Intercompany Note shall be pledged to the
         Collateral Agent pursuant to the relevant Pledge Agreement or other
         Security Document;".

         71. Sections 9.05(g) and (h) of the Credit Agreement are hereby amended
by (i) deleting each reference to the text "the U.S. Borrower" appearing in said
Sections and


                                      -18-
<PAGE>
inserting the text "Holdings" in lieu thereof and (ii) deleting each reference
to the text "U.S. Borrower Common Stock" appearing in said Sections and
inserting the text "Holdings Common Stock" in lieu thereof.

         72. Section 9.05(k) of the Credit Agreement is hereby amended by
deleting each reference to the text "the U.S. Borrower" appearing in said
Section and inserting the text "Holdings" in lieu thereof.

         73. Section 9.05(p) of the Credit Agreement is hereby amended by
deleting the amount "$10,000,000" appearing in said Section and inserting the
text "$10,000,000 (or, at any time on and after the Qualified Exchange
Transaction Date, $5,000,000)" in lieu thereof.

         74. Section 9.05(q) of the Credit Agreement is hereby amended by
inserting the text "and, on and after the Qualified Exchange Transaction Date,
Holdings may effect the Assignment, Assumption and Contribution and make cash
common equity contributions to the U.S. Borrower" immediately after the text "to
any Canadian Subsidiary Guarantor" appearing in said Section.

         75. Section 9.06 of the Credit Agreement is hereby amended by deleting
each reference to the text "Borrower" appearing in the preamble of said Section
and inserting the text "Credit Agreement Party" in lieu thereof.

         76. Section 9.06 of the Credit Agreement is hereby further amended by
(i) deleting clauses (ii), (iii) and (iv) of said Section in their entirety and
inserting the following new clauses (ii), (ii) and (iv) in lieu thereof:

                  "(ii) Holdings may redeem or purchase shares of Holdings
         Common Stock or options to purchase Holdings Common Stock, as the case
         may be, held by former employees of Holdings or any of its Subsidiaries
         following the termination of their employment (by death, disability or
         otherwise), provided that (w) the only consideration paid by Holdings
         in respect of such redemptions and/or purchases shall be cash,
         forgiveness of liabilities and/or Shareholder Subordinated Notes, (x)
         the sum of (A) the aggregate amount paid by Holdings in cash in respect
         of all such redemptions and/or purchases plus (B) the aggregate amount
         of liabilities so forgiven plus (C) the aggregate amount of all cash
         principal and interest payments made on Shareholder Subordinated Notes
         plus (D) the aggregate amount of cash used to repurchase Senior
         Subordinated Notes, Senior Secured Notes, Senior Subordinated Secured
         Notes, Holdings PIK Notes and notes evidencing Permitted Subordinated
         Refinancing Indebtedness from former employees pursuant to clause (w)
         of the proviso appearing in clause (ii) of Section 9.12, in each case
         after the Original Effective Date, shall not exceed $5,000,000, and (y)
         at the time of any cash payment or forgiveness of liabilities permitted
         to be made pursuant to this Section 9.06(ii), including any cash
         payment under a Shareholder Subordinated Note, no Default or Event of
         Default shall then exist or result therefrom;

                  (iii) on and after the Qualified Exchange Transaction Date, so
         long as no Default or Event of Default then exists or would exist
         immediately after giving effect thereto, the


                                      -19-
<PAGE>
         U.S. Borrower may pay cash Dividends to Holdings, so long as the cash
         proceeds thereof are promptly used by Holdings for the purposes
         described in clause (ii) of this Section 9.06;

                  (iv) Holdings may pay regularly accruing Dividends with
         respect to Qualified Preferred Stock (other than PIK Preferred Stock,
         to the extent the same may be deemed to constitute Qualified Preferred
         Stock) through (x) an increase in the aggregate liquidation preference
         of the shares of Qualified Preferred Stock in respect of which
         Dividends have accrued (but not in cash) or (y) the issuance of
         additional shares of Qualified Preferred Stock (but not in cash) in
         accordance with the terms thereof;"

and (ii) deleting clauses (vi) and (vii) of said Section in its entirety and
inserting the following new clauses (vi), (vii), (viii), (ix), (x), (xi), (xii),
(xiii) and (xiv) in lieu thereof:

                  "(vi) Holdings may pay regularly accruing Dividends with
         respect to PIK Preferred Stock through an increase in the aggregate
         liquidation preference of the shares of PIK Preferred Stock in respect
         of which Dividends have accrued (but not in cash);

                  (vii) the CLC Merger shall be permitted;

                  (viii) on and after the Qualified Exchange Transaction Date,
         the U.S. Borrower may pay cash Dividends to Holdings, so long as the
         proceeds thereof are promptly used by Holdings to pay operating
         expenses incurred by it in the ordinary course of business that are not
         prohibited by the terms of this Agreement or any other Credit Document;

                  (ix) on and after the Qualified Exchange Transaction Date, the
         U.S. Borrower may pay cash Dividends to Holdings in the amounts and at
         the times of any payment by Holdings in respect of taxes, provided that
         (x) the amount of cash Dividends paid pursuant to this clause (ix) to
         enable Holdings to pay Federal and state income taxes at any time shall
         not exceed the amount of such Federal and state income taxes actually
         owing by Holdings at such time for the respective period and (y) any
         refunds received by Holdings shall promptly be returned by Holdings to
         the U.S. Borrower;

                  (x) on and after the Qualified Exchange Transaction Date, the
         U.S. Borrower may pay cash Dividends to Holdings, which in turn shall
         utilize the full amount of such cash Dividends for the purpose of
         paying (and so long as Holdings, by the second succeeding Business Day,
         utilizes the full amount of such cash Dividends to pay) cash interest
         as and when due on Senior Subordinated Notes (and any Permitted
         Holdings Subordinated Refinancing Indebtedness) then outstanding,
         provided that (x) the amount of cash Dividends payable by the U.S.
         Borrower pursuant to this clause (x) shall not exceed the amounts
         necessary to pay the cash interest owing with respect to Senior
         Subordinated Notes or Permitted Holdings Subordinated Refinancing
         Indebtedness, as the case may be, and (y) no such Dividend shall be
         paid at any time following the occurrence and during the continuance of
         any Default or Event of Default or if a Default or Event of Default
         would exist immediately after giving effect to the payment of such
         Dividend;


                                      -20-
<PAGE>
                  (xi) on and after the Qualified Exchange Transaction Date, the
         U.S. Borrower may pay cash Dividends to Holdings, which in turn shall
         utilize the full amount of such cash Dividends for the purpose of
         paying (and so long as Holdings, by the second succeeding Business Day,
         utilizes the full amount of such cash Dividends to pay) cash interest
         and principal as and when due on Shareholder Subordinated Notes then
         outstanding to the extent the respective payment is expressly permitted
         pursuant to the proviso to clause (ii) of Section 9.06, provided that
         (x) the amount of cash Dividends payable by the U.S. Borrower pursuant
         to this clause (xi) shall not exceed the amounts expressly permitted to
         be paid pursuant to the proviso to clause (ii) of Section 9.06 and (y)
         no such Dividend shall be paid at any time following the occurrence and
         during the continuance of any Default or Event of Default or if a
         Default or Event of Default would exist immediately after giving effect
         to the payment of such Dividend;

                  (xii) on and after the Qualified Exchange Transaction Date,
         the U.S. Borrower may pay cash Dividends to Holdings, which in turn
         shall utilize the full amount of such cash Dividends for the purpose of
         paying (and so long as Holdings, by the second succeeding Business Day,
         utilizes the full amount of such cash Dividends to pay) cash interest
         and principal as and when due on Convertible Subordinated Notes and
         Permitted Subordinated Indebtedness then outstanding, provided that (x)
         the amount of cash Dividends payable by the U.S. Borrower pursuant to
         this clause (xii) shall not exceed the amounts necessary to pay the
         cash interest and principal owing with respect to Convertible
         Subordinated Notes or Permitted Subordinated Indebtedness, as the case
         may be, and (y) no such Dividend shall be paid at any time following
         the occurrence and during the continuance of any Default or Event of
         Default or if a Default or Event of Default would exist immediately
         after giving effect to the payment of such Dividend;

                  (xiii) on and after the Qualified Exchange Transaction Date,
         the U.S. Borrower may pay cash Dividends to Holdings, which in turn
         shall utilize the full amount of such cash Dividends for the purpose of
         repurchasing (and so long as Holdings, by the second succeeding
         Business Day, utilizes the full amount of such cash Dividends to
         repurchase) Senior Subordinated Notes, Holdings PIK Notes and Permitted
         Holdings Subordinated Refinancing Indebtedness to the extent the
         respective repurchase is expressly permitted pursuant to clause (w) of
         the proviso to clause (ii) of Section 9.12, provided that (x) the
         amount of cash Dividends payable by the U.S. Borrower pursuant to this
         clause (xiii) shall not exceed the amounts expressly permitted to be
         paid pursuant to clause (w) of the proviso to clause (ii) of Section
         9.12 and (y) no such Dividend shall be paid at any time following the
         occurrence and during the continuance of any Default or Event of
         Default or if a Default or Event of Default would exist immediately
         after giving effect to the payment of such Dividend; and

                  (xiv) on and after the Qualified Exchange Transaction Date,
         the U.S. Borrower may pay cash Dividends to Holdings, which in turn
         shall utilize the full amount of such cash Dividends for the purpose of
         paying (and so long as Holdings, by the second succeeding Business Day,
         utilizes the full amount of such cash Dividends to pay) cash interest
         as and when due on Holdings PIK Notes then outstanding, provided that
         (x) the amount of cash Dividends payable by the U.S. Borrower pursuant
         to this clause (xiv) shall


                                      -21-
<PAGE>
         not exceed the amounts necessary to pay the cash interest owing with
         respect to Holdings PIK Notes and (y) no such Dividend shall be paid at
         any time following the occurrence and during the continuance of any
         Default or Event of Default or if a Default or Event of Default would
         exist immediately after giving effect to the payment of such
         Dividend.".

         77. Section 9.07 of the Credit Agreement is hereby amended by (i)
deleting each reference to the text "the U.S. Borrower" appearing in said
Section and inserting the text "Holdings" in lieu thereof, (ii) after giving
effect to the amendment in preceding clause (i), deleting each reference to the
text "Borrower" appearing in said Section and inserting the text "Credit
Agreement Party" in lieu thereof, (iii) deleting subclause (III) appearing in
clause (iii) of said Section in its entirety and inserting the following new
subclause (III) in lieu thereof:

         "(III) an Authorized Officer of Holdings shall have delivered to the
         Administrative Agent calculations (in reasonable detail) demonstrating
         compliance with (x) at any time prior to the Qualified Exchange
         Transaction Date, a Total Leverage Ratio of less than or equal to
         5.00:1.0 as at the last day of the Test Period ended on the last day of
         the fiscal quarter for which each quarterly payment is to be made and
         (y) at any time on and after the Qualified Exchange Transaction Date,
         an Adjusted Senior Leverage Ratio of less than or equal to 2.50:1.0 as
         at the last day of the Test Period ended on the last day of the fiscal
         quarter for which each quarterly payment is to be made";

(iv) deleting the word "and" appearing at the end of clause (xi) of the first
proviso appearing in the first sentence of said Section, (v) deleting the period
at the end of clause (xii) of the first proviso appearing in the first sentence
of said Section and inserting the text "; and" in lieu thereof and (vi)
inserting the following new clause (xiii) at the end of the first sentence
appearing in said Section:

         "(xiii) the Exchange Transaction, so long as (x) same shall have been
         approved by the board of directors of Holdings, (y) Holdings shall have
         obtained a favorable opinion as to the fairness of the Exchange
         Transaction to Holdings and its Subsidiaries from a financial point of
         view from an Independent Financial Advisor (as defined in the Senior
         Subordinated Notes Indenture without giving effect to any termination
         thereof) and filed the same with the Senior Subordinated Notes
         Indenture Trustee and (z) neither Holdings nor any of its Subsidiaries
         shall make (or be required to make) any cash payments to their
         Affiliates under any Exchange Transaction Documents (other than (I)
         payments of interest and principal on the Senior Secured Notes (if
         Senior Secured Notes are issued pursuant to the Exchange Transaction),
         Senior Subordinated Secured Notes (if Senior Subordinated Secured Notes
         are issued pursuant to the Exchange Transaction) or Holdings PIK Notes
         (if Holdings PIK Notes are issued pursuant to the Exchange Transaction)
         in accordance with the terms of this Agreement and the Senior Secured
         Notes Documents, the Senior Subordinated Secured Notes Documents or the
         Holdings PIK Notes Documents, as the case may be, (II) payments of
         unpaid interest on the Senior Subordinated Notes which accrued thereon
         from the last scheduled interest payment date under the Senior
         Subordinated Notes Indenture prior to the Fifth Amendment Effective
         Date through the date of the consummation of the Exchange Transaction
         in accordance with the terms of the Senior Subordinated Notes Documents
         and the Senior Secured Notes Documents or


                                      -22-
<PAGE>
         the Senior Subordinated Secured Notes Documents, as the case may be,
         (III) payments pursuant to customary indemnity provisions therein and
         (IV) payments to the Apollo Group and the Ares Group on the date of the
         consummation of the Exchange Transaction to reimburse the members of
         such groups for reasonable out-of-pocket costs and expenses incurred by
         members of such groups in connection with the Exchange Transaction)".

         78. Section 9.08 of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting the following new Section 9.08 in
lieu thereof:

                  "9.08 Designated Senior Debt. (a) Holdings shall not designate
         any Indebtedness (or related interest obligations) as Designated Senior
         Debt (as such term is defined in (as applicable) the Senior
         Subordinated Notes Indenture or, on and after the execution and
         delivery thereof, the Holdings PIK Notes Indenture or any agreement
         relating to Permitted Subordinated Indebtedness or Permitted Holdings
         Subordinated Refinancing Indebtedness), except for (i) the Obligations
         (or, after the Qualified Exchange Transaction Date, the Guaranteed
         Obligations) and (ii) the obligations of the other Credit Parties under
         the Guaranties.

                  (b) On and after the Qualified Exchange Transaction Date, QDI
         LLC shall not designate any Indebtedness as Designated Senior Debt (as
         defined in the Senior Subordinated Secured Notes Indenture or, on and
         after the execution and delivery thereof, any agreement relating to
         Permitted QDI LLC Subordinated Refinancing Indebtedness), except for
         (i) the Obligations and (ii) the obligations of the Credit Parties
         under the Guaranties.".

         79. Section 9.09 of the Credit Agreement is hereby amended by (i)
deleting the text appearing after the heading and prior to the table in said
Section and inserting the following new text in lieu thereof:

                  "(a) At all times prior to the Qualified Exchange Transaction
         Date (and if same shall not have occurred on or prior to September 30,
         2002, at all times on and after such date), Holdings will not permit
         the Consolidated Interest Coverage Ratio for any Test Period ending on
         the last day of any fiscal quarter of Holdings specified below to be
         less than the ratio set forth opposite such fiscal quarter below:",

and (ii) inserting the following new clause (b) after the table appearing in
said Section:

                  "(b) At all times on and after the Qualified Exchange
         Transaction Date, Holdings will not permit the Consolidated Interest
         Coverage Ratio for any Test Period ending on the last day of any fiscal
         quarter of Holdings specified below to be less than the ratio set forth
         opposite such fiscal quarter below:

<TABLE>
<CAPTION>
            "Fiscal Quarter Ended                                     Ratio
            ---------------------                                     -----
<S>                                                                  <C>
              June 30, 2002                                          1.75:1.0
              September 30, 2002                                     1.85:1.0
              December 31, 2002                                      1.90:1.0
</TABLE>


                                      -23-
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                  <C>
              March 31, 2003                                         1.90:1.0
              June 30, 2003                                          1.95:1.0
              September 30, 2003                                     1.95:1.0
              December 31, 2003                                      2.00:1.0

              March 31, 2004                                         2.00:1.0
              June 30, 2004                                          2.00:1.0
              September 30, 2004                                     2.00:1.0
              December 31, 2004                                      2.00:1.0

              March 31, 2005                                         2.05:1.0
              June 30, 2005                                          2.05:1.0
              September 30, 2005                                     2.10:1.0
              December 31, 2005                                      2.15:1.0".
</TABLE>


         80. The Banks hereby waive compliance by Holdings with Section 9.09(a)
of the Credit Agreement (as modified hereby) for (and only for) the Test Periods
ending on the last day of the fiscal quarters of Holdings ended March 31, 2002,
June 30, 2002, September 30, 2002 and December 31, 2002. The Banks and the
Credit Agreement Parties understand and agree that this Part I, Section 80 shall
supersede and replace in all respects Section 19, Part I of the Fourth Amendment
(which such Section shall cease to have any force or effect).

         81. Section 9.10 of the Credit Agreement is hereby amended by (i)
deleting the text appearing after the heading and prior to the table in said
Section and inserting the following new text in lieu thereof:

                  "(a) At all times prior to the Qualified Exchange Transaction
         Date (and if same shall not have occurred on or prior to September 30,
         2002, at all times on and after such date), Holdings will not permit
         the Adjusted Total Leverage Ratio on the last day of any fiscal quarter
         specified below to exceed the respective ratio set forth opposite such
         fiscal quarter below:",

(ii) deleting the last sentence appearing in Section 9.10(a) (as modified
pursuant to preceding clause (i)) and inserting the following new sentence in
lieu thereof:

         "Notwithstanding anything contrary contained above or elsewhere in this
         Agreement, (i) all calculations of compliance with this Section 9.10(a)
         shall be made on a Pro Forma Basis and (ii) in no event shall the
         Adjusted Total Leverage Ratio at any time prior to the Qualified
         Exchange Transaction Date (and if same shall not have occurred on or
         prior to September 30, 2002, at all times on and after such date) be
         greater than the Maximum Permitted Acquisition Leverage Ratio upon the
         consummation of, and after giving effect on a Pro Forma Basis to, any
         Permitted Acquisition.",

and (iii) inserting the following new clause (b) after the sentence added
pursuant to preceding clause (ii):

                  "(b) At all times on and after the Qualified Exchange
         Transaction Date, Holdings


                                      -24-
<PAGE>
         will not permit the Adjusted Senior Leverage Ratio on the last day of
         any fiscal quarter specified below to exceed the respective ratio set
         forth opposite such fiscal quarter below:

<TABLE>
<CAPTION>
            Fiscal Quarter Ended                                      Ratio
            --------------------                                      -----
<S>                                                                  <C>
              June 30, 2002                                          4.80:1.0
              September 30, 2002                                     4.80:1.0
              December 31, 2002                                      4.80:1.0

              March 31, 2003                                         4.65:1.0
              June 30, 2003                                          4.55:1.0
              September 30, 2003                                     4.35:1.0
              December 31, 2003                                      4.25:1.0

              March 31, 2004                                         4.15:1.0
              June 30, 2004                                          4.05:1.0
              September 30, 2004                                     3.95:1.0
              December 31, 2004                                      3.85:1.0

              March 31, 2005                                         3.75:1.0
              June 30, 2005                                          3.65:1.0
              September 30, 2005                                     3.55:1.0
              December 31, 2005                                      3.50:1.0
</TABLE>

         Notwithstanding anything contrary contained above or elsewhere in this
         Agreement, (i) all calculations of compliance with this Section 9.10(b)
         shall be made on a Pro Forma Basis and (ii) in no event shall the
         Adjusted Senior Leverage Ratio at any time on or after the Qualified
         Exchange Transaction Date be greater than the Maximum Permitted
         Acquisition Leverage Ratio upon the consummation of, and after giving
         effect on a Pro Forma Basis to, any Permitted Acquisition.".

         82. The Banks hereby waive compliance by Holdings with Section 9.10(a)
of the Credit Agreement (as amended hereby) for (and only for) the last day of
the fiscal quarters of Holdings ended March 31, 2002, June 30, 2002, September
30, 2002 and December 31, 2002. The Banks and the Credit Agreement Parties
understand and agree that this Part I, Section 82 shall supersede and replace in
all respects Section 20, Part I of the Fourth Amendment (which such Section
shall cease to have any force or effect).

         83. Section 9.11(a) of the Credit Agreement is hereby amended by (i)
deleting the first two references to the text "Borrower" appearing in said
Section and inserting the text "Credit Agreement Party" in lieu thereof, (ii)
inserting the text "of Holdings" immediately after the text "does not exceed in
any fiscal year" appearing in said Section, (iii) deleting the word
"Restatement" appearing in said Section and inserting the text "Fifth Amendment"
in lieu thereof, (iv) inserting the text "after the Fifth Amendment Effective
Date and" immediately after the text "(z) for each Acquired Business acquired"
appearing in said Section and (v) deleting the table appearing in said Section
in its entirety and inserting the following new table in lieu thereof:


                                      -25-
<PAGE>
<TABLE>
<CAPTION>
                 "Fiscal Year Ending                           Amount
<S>                                                         <C>
                  December 31, 1998                         $35,000,000
                  December 31, 1999                         $53,000,000
                  December 31, 2000                         $55,000,000
                  December 31, 2001                         $20,000,000
                  December 31, 2002                         $18,000,000
                  December 31, 2003                         $25,000,000
                  December 31, 2004                         $30,000,000
                  December 31, 2005                         $30,000,000
                  December 31, 2006                         $30,000,000".
</TABLE>

         84. Section 9.11(b) of the Credit Agreement is hereby amended by
deleting the amount "$15,000,000" appearing in the proviso in said Section and
inserting the text "$15,000,000 (or, at any time on or after the Qualified
Exchange Transaction Date, $10,000,000)" in lieu thereof.

         85. Section 9.11(c) of the Credit Agreement is hereby amended by
deleting the text "proceeds received by the U.S. Borrower" appearing in said
Section and inserting the text "proceeds received by Holdings" in lieu thereof.

         86. Section 9.12 of the Credit Agreement is hereby amended by (i)
deleting the first two references to the text "Borrower" appearing in said
Section and inserting the text "Credit Agreement Party" in lieu thereof, (ii)
inserting the text "any Holdings PIK Notes Document, any Senior Secured Notes
Document, any Senior Subordinated Secured Notes Document," immediately prior to
the text "any Qualified Preferred Stock" appearing in clause (i) of said
Section, (iii) deleting clause (ii) of said Section in its entirety and
inserting the following new clause (ii) in lieu thereof:

                  "(ii) make (or give any notice in respect of) any voluntary or
         optional payment or prepayment on or redemption, repurchase or
         acquisition for value of, or any prepayment or redemption as a result
         of any asset sale, change of control or similar event of, any Senior
         Subordinated Notes, any Scheduled Existing Indebtedness, any Permitted
         Subordinated Indebtedness or, on and after the issuance thereof, any
         Senior Secured Notes, any Senior Subordinated Secured Notes or any
         Holdings PIK Notes; provided that, so long as no Default or Event of
         Default then exists or would result therefrom, (r) Senior Subordinated
         Notes may be exchanged pursuant to, and in accordance with the relevant
         requirements of, the Exchange Transaction and Section 8.20, (s)
         Permanent Exchange Senior Subordinated Secured Notes may be issued as
         contemplated by the definition of Senior Subordinated Secured Notes and
         consistent with the definition of Permanent Exchange Senior
         Subordinated Secured Notes, (t) Permanent Exchange Senior Secured Notes
         may be issued as contemplated by the definition of Senior Secured Notes
         and consistent with the definition of Permanent Exchange Senior Secured
         Notes, (u) Senior Subordinated Notes may be refinanced with, or
         exchanged for, Permitted Holdings Subordinated Refinancing Indebtedness
         in accordance with the requirements of the definition thereof, (v)
         Senior Subordinated Secured Notes may be refinanced with, or


                                      -26-
<PAGE>
         exchanged for, Permitted QDI LLC Subordinated Refinancing Indebtedness
         in accordance with the requirements of the definition thereof, (w) on
         and after the consummation of the Exchange Transaction, Senior
         Subordinated Notes, Senior Subordinated Secured Notes, Senior Secured
         Notes, Holdings PIK Notes and notes evidencing Permitted Subordinated
         Refinancing Indebtedness held by former employees of Holdings and its
         Subsidiaries may be repurchased from such employees following the
         termination of their employment (by death, disability or otherwise), so
         long as the sum of (A) the aggregate amount of cash expended by
         Holdings and QDI LLC to effect such repurchases plus (B) the aggregate
         amount paid by Holdings in cash in respect of all redemptions and/or
         purchases of Holdings Common Stock pursuant to Section 9.06(ii) plus
         (C) the aggregate amount of liabilities of employees forgiven pursuant
         to Section 9.06(ii) plus (D) the aggregate amount of all cash principal
         and interest payments made on Shareholder Subordinated Notes pursuant
         to Section 9.06(ii), shall not exceed $5,000,000, (x) Senior
         Subordinated Notes, and, after the issuance thereof, Senior
         Subordinated Secured Notes and Senior Secured Notes may from time to
         time on and after the consummation of the Exchange Transaction be
         exchanged for Holdings Common Stock, PIK Preferred Stock or Qualified
         Preferred Stock, so long as (I) the Administrative Agent has consented
         to any such exchange in writing, (II) no cash or other consideration
         (other than the respective equity interest or equity interests so
         exchanged) is paid to effect such exchanges and (III) such exchanges
         are otherwise consummated in accordance with the requirements of the
         indentures governing the respective such Indebtedness, (y) Senior
         Subordinated Notes and, on and after the issuance thereof, Senior
         Subordinated Secured Notes and Senior Secured Notes may from time to
         time on and after the consummation of the Exchange Transaction be
         redeemed in accordance with the terms of the relevant indentures
         therefor and/or repurchased on the open-market, in either case with the
         proceeds of an issuance of Holdings Common Stock or Qualified Preferred
         Stock, so long as (I) the Administrative Agent has consented to any
         such redemption or repurchase in writing, (II) in the case of any
         repurchase of any such Indebtedness, the aggregate amount of cash
         expended by Holdings or QDI LLC, as the case may be, to effect such
         repurchases shall not exceed the principal amount of the Indebtedness
         so repurchased and (III) on the date of the respective redemption or
         repurchase, the Adjusted Senior Leverage Ratio is less than 2.50 to
         1.00 (as established pursuant to the officer's certificate delivered
         (or required to be delivered) pursuant to Section 8.01(d) for the
         fiscal quarter or fiscal year ended immediately prior to such date of
         redemption or repurchase), and (z) Holdings and its Subsidiaries may
         make payments and prepayments in connection with Scheduled Existing
         Indebtedness;",

(iv) deleting the text "the U.S. Borrower" appearing in clause (iv) of said
Section and inserting the text "Holdings" in lieu thereof and (v) deleting the
text "except as expressly permitted by the last sentence of Section 4.01"
appearing in clause (v) of said Section and inserting the text ", except (x) as
expressly permitted by the last sentence of Section 4.01 or (y) pursuant to the
Tranche D Term Loan Exchange" in lieu thereof.

         87. Section 9.13 of the Credit Agreement is hereby amended by (i)
deleting clause (a) of said Section in its entirety and inserting the following
new clause (a) in lieu thereof:

                  "(a) No Credit Agreement Party will, nor will any Credit
         Agreement Party permit


                                      -27-
<PAGE>
         any of its Subsidiaries to, issue (i) any Preferred Stock (other than
         (x) PIK Preferred Stock issued in accordance with the requirements of
         Section 5.08 on the Restatement Effective Date, (y) PIK Preferred Stock
         issued pursuant to the Apollo Preferred Stock Exchange, the
         Pre-Approved Management Participants Preferred Stock Exchange or the
         Alternative Senior Subordinated Notes Exchange Transaction in
         accordance with the requirements of the respective definitions thereof
         and the other relevant provisions of this Agreement, and (z) Qualified
         Preferred Stock issued pursuant to clause (d) below) or any options,
         warrants or rights to purchase Preferred Stock or (ii) any redeemable
         common stock unless, in either case, the issuance thereof is, and all
         terms thereof are, satisfactory to the Required Banks in their sole
         discretion.",

(ii) deleting each reference to the text "the U.S. Borrower" appearing in
clauses (b) and (c) of said Sections and inserting the text "Holdings" in lieu
thereof and (iii) deleting clause (d) of said Section in its entirety and
inserting the following new clause (d) in lieu thereof:

                  "(d) Holdings may issue Qualified Preferred Stock (other than,
         to the extent same constitutes Qualified Preferred Stock, PIK Preferred
         Stock issued pursuant to the Exchange Transaction, which shall be
         issued as provided in Section 9.13(a)) (x) in connection with the
         Alternative Senior Subordinated Notes Exchange Transaction in
         accordance with the requirements of the definition thereof and the
         other relevant provisions of this Agreement, (y) in payment of
         regularly accruing dividends on theretofore outstanding shares of
         Qualified Preferred Stock as contemplated by Section 9.06(iv) and (z)
         so long as, with respect to each other issue of Qualified Preferred
         Stock, Holdings receives reasonably equivalent consideration (as
         determined in good faith by Holdings).".

         88. Notwithstanding anything to the contrary contained in Section
9.13(c), Holdings shall not be permitted to issue any Disqualified Preferred
Stock pursuant to, or in reliance on the provisions contained in, Section
9.13(c) of the Credit Agreement.

         89. Section 9.14 of the Credit Agreement is hereby amended by (i)
deleting the text "the U.S. Borrower" appearing in said Section and inserting
the text "Holdings" in lieu thereof, (ii) after giving effect to the amendment
in preceding clause (i), deleting each reference to the text "Borrower"
appearing in said Section and inserting the text "Credit Agreement Party" in
lieu thereof, (iii) deleting the word "and" appearing prior to the text "(xii)"
in said Section and inserting a comma in lieu thereof and (iv) inserting the
following text immediately before the period at the end of said Section:

         ", (xiii) on and after the execution and delivery thereof, the Senior
         Secured Notes Documents, and (xiv) on and after the execution and
         delivery thereof, the Senior Subordinated Secured Notes Documents".

         90. Section 9.15 of the Credit Agreement is hereby amended by deleting
clause (a) of said Section in its entirety and inserting the following new
clause (a) in lieu thereof:

                  "(a) Notwithstanding anything to the contrary contained in
         this Agreement,


                                      -28-
<PAGE>
         Holdings will not, and will not permit any of its Subsidiaries to,
         establish, create or acquire after the Restatement Effective Date any
         Subsidiary or Unrestricted Subsidiary (other than Joint Ventures
         permitted to be established in accordance with the requirements of
         Section 9.05(l)); provided that (A) the U.S. Borrower, any of its
         Wholly-Owned Domestic Subsidiaries and any Unrestricted Subsidiary
         shall be permitted to establish or create an Unrestricted Subsidiary,
         so long as (i) if a Domestic Unrestricted Subsidiary of the U.S.
         Borrower, all of the capital stock or other equity interests of such
         new Domestic Unrestricted Subsidiary owned by the U.S. Borrower or any
         such Wholly-Owned Domestic Subsidiary shall be pledged pursuant to the
         U.S. Pledge Agreement and the certificates representing such stock or
         other equity interests, together with appropriate powers duly executed
         in blank, shall be delivered to the Collateral Agent and (ii) if a
         Foreign Unrestricted Subsidiary of the U.S. Borrower, all of the
         capital stock or other equity interests of such new Foreign
         Unrestricted Subsidiary owned by the U.S. Borrower or any such
         Wholly-Owned Domestic Subsidiary (except that, prior to the
         consummation of the Exchange Transaction, not more than 65 % of the
         outstanding voting stock of any Foreign Unrestricted Subsidiary need be
         so pledged, except in the circumstances contemplated by Section 8.12)
         shall be pledged pursuant to the relevant Pledge Agreement and the
         certificates representing such stock or other equity interests,
         together with appropriate powers duly executed in blank, shall be
         delivered to the Collateral Agent, (B) the U.S. Borrower and its
         Wholly-Owned Subsidiaries shall be permitted to establish or create
         Wholly-Owned Subsidiaries so long as, in each case, (i) at least 10
         days' prior written notice thereof is given to the Administrative Agent
         (or such shorter period of time as is acceptable to the Administrative
         Agent), (ii) the capital stock or other equity interests of such new
         Subsidiary are promptly pledged pursuant to, and to the extent required
         by, this Agreement and the relevant Pledge Agreement or other Security
         Document and the certificates, if any, representing such stock or other
         equity interests, together with stock or other appropriate powers duly
         executed in blank, are delivered to the Collateral Agent, (iii) in the
         case of a Domestic Subsidiary, such new Domestic Subsidiary promptly
         executes a counterpart of the U.S. Subsidiaries Guaranty, the U.S.
         Pledge Agreement, the U.S. Security Agreement, the relevant Canadian
         Security Documents (if such Domestic Subsidiary conducts any portion of
         its business in Canada or owns equity interests in any Canadian
         Subsidiary) and the other relevant Security Documents, (iv) in the case
         of a Canadian Subsidiary, (x) such new Canadian Subsidiary promptly
         executes a counterpart of the Canadian Subsidiaries Guaranty, the
         Canadian Pledge Agreement and the relevant Canadian Security
         Agreement(s) (and, to the extent required pursuant to Section 8.12, the
         U.S. Subsidiaries Guaranty, the U.S. Pledge Agreement and the U.S.
         Security Agreement) and (y) the direct parent of such Canadian
         Subsidiary duly executes and delivers to the Collateral Agent a
         Canadian Pledge Agreement or a Quebec Pledge Agreement, as appropriate,
         (v) in the case of any Foreign Subsidiary (other than a Canadian
         Subsidiary) that is created or established prior to the consummation of
         the Exchange Transaction, such new Foreign Subsidiary promptly executes
         a counterpart of the U.S. Subsidiaries Guaranty, the U.S. Pledge
         Agreement and the U.S. Security Agreement to the extent required
         pursuant to Section 8.12, (vi) in the case of a Mexican Subsidiary
         created or established after the consummation of the Exchange
         Transaction, (x) such new Mexican Subsidiary promptly executes a
         counterpart of the Mexican Subsidiaries Guaranty and the


                                      -29-
<PAGE>
         Mexican Security Agreement(s) and (y) the direct parent of such Mexican
         Subsidiary (if not a Mexican Subsidiary) duly executes and delivers to
         the Collateral Agent a counterpart of the Mexican Local Law Pledge
         Agreement, (vii) in the case of a Foreign Subsidiary created or
         established after the consummation of the Exchange Transaction and
         organized in a Non-Qualified Jurisdiction, such Subsidiary takes all
         actions as may be requested or required pursuant to Section 8.11 and
         (viii) in the case of each such new Subsidiary, such Subsidiary takes
         all other actions required pursuant to Section 8.11 and (C)
         Subsidiaries may be acquired pursuant to Permitted Acquisitions so long
         as, in each such case (i) with respect to each Wholly-Owned Subsidiary
         acquired pursuant to a Permitted Acquisition, the applicable actions
         specified in preceding clause (B) shall be taken and (ii) with respect
         to each Subsidiary which is not a Wholly-Owned Subsidiary and is
         acquired pursuant to a Permitted Acquisition, all capital stock or
         other equity interests thereof owned by any Credit Party shall be
         pledged pursuant to the relevant Pledge Agreement or other Security
         Document. In addition, each new Subsidiary that is required to execute
         any Credit Document shall execute and deliver, or cause to be executed
         and delivered, all other relevant documentation of the type described
         in Section 5 as such new Subsidiary would have had to deliver if such
         new Subsidiary were a New Credit Party on the Restatement Effective
         Date.".

         91. Clause (a) of Section 9.16 of the Credit Agreement is hereby
amended by deleting said clause in its entirety and inserting the following new
clause (a) in lieu thereof:

                  "(a) No Credit Agreement Party will, nor will any Credit
         Agreement Party permit any of its Subsidiaries to, make any
         Environmental Expenditures, except that during any fiscal year of
         Holdings, the U.S. Borrower and its Subsidiaries may (i) make
         Environmental Expenditures not to exceed $10,000,000 in the aggregate
         in any fiscal year of Holdings and (ii) such additional Environmental
         Expenditures in connection with clean-up, removal and other remedial
         action expressly required by applicable Environmental Laws.".

         92. Section 9.17 of the Credit Agreement is hereby amended by deleting
the text appearing after the heading and prior to the table in said Section and
inserting the following new text in lieu thereof:

                  "At all times prior to the Qualified Exchange Transaction Date
         (and, if same shall not have occurred on or prior to September 30,
         2002, at all times after such date), Holdings will not permit
         Consolidated EBITDA for any Test Period ending on the last day of any
         fiscal quarter of Holdings specified below to be less than the amount
         set forth opposite such fiscal quarter below:".

         93. Section 10.03 of the Credit Agreement is hereby amended by
inserting the text ", 8.20, 8.21" immediately after the text "8.14" appearing in
said Section.

         94. Section 10.04 of the Credit Agreement is hereby amended by deleting
each reference to the text "Borrower" appearing in said Section and inserting
the text "Credit Agreement Party" in lieu thereof.


                                      -30-
<PAGE>
         95. Section 10.05 of the Credit Agreement is hereby amended by deleting
each reference to the text "The U.S. Borrower" and "the U.S. Borrower" appearing
in said Section and inserting the text "Holdings" in lieu thereof.

         96. Section 10.06 of the Credit Agreement is hereby amended by (i)
deleting each reference to the text "the U.S. Borrower" appearing in said
Section and inserting the text "Holdings" in lieu thereof and (ii) after giving
effect to the amendment in preceding clause (i), deleting each reference to the
text "Borrower" appearing in said Section and inserting the text "Credit
Agreement Party" in lieu thereof.

         97. Section 10.09 of the Credit Agreement is hereby amended by deleting
the text "the U.S. Borrower" appearing in said Section and inserting the text
"Holdings" in lieu thereof.

         98. Section 10 of the Credit Agreement is hereby further amended by
deleting the second reference to the text "any Borrower" appearing in the last
paragraph of said Section and inserting the text "any Credit Agreement Party" in
lieu thereof.

         99. The definition of the term "Adjusted Excess Cash Flow" contained in
Section 11 of the Credit Agreement is hereby amended by deleting the text "2"
appearing in said definition and inserting the text "the quotient of (x) 100%
divided by (y) the Applicable Excess Cash Flow Percentage in effect on the
relevant Excess Cash Flow Payment Date for such period" in lieu thereof.

         100. The definition of the term "Authorized Officer" contained in
Section 11 of the Credit Agreement is hereby amended by (A) deleting the text
"the U.S. Borrower" appearing in said definition and inserting the text "the
U.S. Borrower or (if not the U.S. Borrower) Holdings" in lieu thereof and (B)
deleting the text "any Borrower" appearing in clause (iii) of said definition
and inserting the text "any Credit Agreement Party" in lieu thereof.

         101. The definition of "Canadian Movable Hypothecs" appearing in
Section 11 of the Credit Agreement is hereby amended by inserting the text ", it
being understood that on and after the date of the consummation of the Exchange
Transaction, the term "Canadian Movable Hypothecs" shall include the movable
hypothecs in the form of Exhibit H-3-A entered into pursuant to Section
8.20(b)(ii), as the same may be further amended, amended and restated, modified
and/or supplemented from time to time in accordance with the terms hereof and
thereof" immediately before the period appearing in said definition.

         102. The definition of "Canadian Pledge Agreement" appearing in Section
11 of the Credit Agreement is hereby amended by inserting the text "(or, on and
after the date of the consummation of the Exchange Transaction, Exhibit G-3-A)"
immediately after the text "Exhibit G-3" appearing in said definition.

         103. The definition of "Canadian Security Agreements" appearing in
Section 11 of the Credit Agreement is hereby amended by inserting the text ", it
being understood that on and after the date of the consummation of the Exchange
Transaction, the term "Canadian Security


                                      -31-

<PAGE>
Agreements" shall include the Security Agreements in the form of Exhibit H-2-A
entered into pursuant to Section 8.20(b)(ii), as the same may be further
amended, amended and restated, modified and/or supplemented from time to time in
accordance with the terms hereof and thereof" immediately before the period
appearing in said definition.

            104. The definition of "Canadian Subsidiaries Guaranty" appearing in
Section 11 of the Credit Agreement is hereby amended by inserting the text "(or,
on and after the date of the consummation of the Exchange Transaction, Exhibit
I-2-A)" immediately after the text "Exhibit I-2" appearing in said definition.

            105. The definition of "Consolidated Debt" appearing in Section 11
of the Credit Agreement is hereby amended by inserting the text "(w) the
aggregate outstanding principal amount of Holdings PIK Notes (if any) and
otherwise included as a component of Consolidated Debt pursuant to clause (i)
above shall be excluded in making any determination of Consolidated Debt,"
immediately after the text "for purposes of this definition," appearing in the
proviso to said definition.

            106. The definition of "Consolidated Interest Expense" appearing in
Section 11 of the Credit Agreement is hereby amended by (i) inserting the word
"cash" immediately after the text "for any period, the total" appearing in said
definition and (ii) inserting the text "(other than PIK Preferred Stock)"
immediately after the text "Disqualified Preferred Stock of the U.S. Borrower"
appearing in said Section.

            107. The definition of "Convertible Subordinated Notes" contained in
Section 11 of the Credit Agreement is hereby amended by (A) deleting each
reference to the text "the U.S. Borrower" appearing in said definition and
inserting the text "Holdings" in lieu thereof and (B) deleting the text "U.S.
Borrower Common Stock" appearing in said definition and inserting the text
"Holdings Common Stock" in lieu thereof.

            108. The definition of "Credit Documents" appearing in Section 11 of
the Credit Agreement is hereby amended by inserting the text ", the Assignment,
Assumption and Contribution Agreement (after the execution and delivery
thereof)" immediately after the text "each Security Document" appearing in said
definition.

            109. The definition of "Documents" appearing in Section 11 of the
Credit Agreement is hereby amended by (i) deleting the word "and" appearing
immediately prior to the text "(vi)" in said Section and inserting a comma in
lieu thereof and (ii) inserting the text ", and (vii) on and after the delivery
and execution thereof, the Exchange Transaction Documents" immediately prior to
the period appearing at the end of said definition.

            110. The definition of "Excess Cash Flow" appearing in Section 11 of
the Credit Agreement is hereby amended by inserting the text "and (to the extent
not constituting Capital Expenditures and to the extent not already deducted in
the determination of Adjusted Consolidated Net Income (or the determination of
Consolidated Net Income used therein)) Environmental Expenditures" immediately
following the text "Capital Expenditures" appearing in clause (b)(i) of said
definition.


                                      -32-
<PAGE>
            111. The definition of "Foreign Pension Plan" contained in Section
11 of the Credit Agreement is hereby amended by deleting each reference to the
text "any Borrower" appearing in said definition and inserting the text "any
Credit Agreement Party" in lieu thereof.

            112. The definition of "Mortgage" appearing in Section 11 of the
Credit Agreement is hereby amended by inserting the text ", in each case as the
same may be amended, modified, restated and/or supplemented from time to time in
accordance with the terms hereof and thereof" immediately after the text
"executed in connection therewith" appearing in said definition.

            113. The definition of "Notice Office" appearing in Section 11 of
the Credit Agreement is hereby amended by deleting the text "the Borrowers"
appearing in said definition and inserting the text "the Credit Agreement
Parties" in lieu thereof.

            114. The definition of "Permitted Acquisition" contained in Section
11 of the Credit Agreement is hereby amended by (i) deleting the text "the U.S.
Borrower" appearing immediately after the text "any Person not already a
Subsidiary of" in said definition and inserting the text "Holdings" in lieu
thereof and (ii) deleting the text "U.S. Borrower Common Stock" appearing in
said definition and inserting the text "Holdings Common Stock" in lieu thereof.

            115. The definition of "Permitted Debt" appearing in Section 11 of
the Credit Agreement is hereby amended by deleting the text ", Additional
Permitted Senior Subordinated Note Indebtedness" appearing in said definition.

            116. The definition of "Pro Forma Basis" appearing in Section 11 of
the Credit Agreement is hereby amended by inserting deleting the text "Qualified
Preferred Stock of the U.S. Borrower" in each place it appears in said
definition and inserting the text "Qualified Preferred Stock or PIK Preferred
Stock" in lieu thereof.

            117. The definition of "Qualified IPO" contained in Section 11 of
the Credit Agreement is hereby amended by deleting the text "U.S. Borrower
Common Stock" appearing in said definition and inserting the text "Holdings
Common Stock" in lieu thereof.

            118. The definition of "Quebec Pledge Agreement" appearing in
Section 11 of the Credit Agreement is hereby amended by inserting the text ", it
being understood that on and after the date of the consummation of the Exchange
Transaction, the term "Quebec Pledge Agreement" shall include the pledge
agreement in the form of Exhibit G-2-A entered into pursuant to Section
8.20(b)(ii), as the same may be further amended, amended and restated, modified
and/or supplemented from time to time in accordance with the terms hereof and
thereof" immediately before the period appearing in said definition.

            119. The definition of "Required Appraisals" appearing in Section 11
of the Credit Agreement is hereby amended by deleting the text "8.11(d)"
appearing in said definition and inserting the text "8.11(h)" in lieu thereof.

            120. The definition of "Sharing Event" contained in Section 11 of
the Credit Agreement is hereby amended by deleting the text "any Borrower"
appearing in clause (i) of said


                                      -33-
<PAGE>
definition and inserting the text "any Credit Agreement Party" in lieu thereof.

            121. The definition of "U.S. Credit Party" contained in Section 11
of the Credit Agreement is hereby amended by (i) deleting the word "and"
appearing in said definition and inserting a comma in lieu thereof and (ii)
inserting the text "and, on and after the Qualified Exchange Transaction Date,
Holdings (in its capacity as a Guarantor hereunder)" immediately after the text
"Guarantor" appearing in said definition.

            122. The definition of "U.S. Pledge Agreement" appearing in Section
11 of the Credit Agreement is hereby amended by inserting the text ", it being
understood that on and after the date of the consummation of the Exchange
Transaction, the term "U.S. Pledge Agreement" shall mean the Second Amended and
Restated Pledge Agreement in the form of Exhibit G-1-A entered into on such
date, as the same may be further amended, amended and restated, modified and/or
supplemented from time to time in accordance with the terms hereof and thereof"
immediately before the period appearing in said definition.

            123. The definition of "U.S. Security Agreement" appearing in
Section 11 of the Credit Agreement is hereby amended by inserting the text ", it
being understood that on and after the date of the consummation of the Exchange
Transaction, the term "U.S. Security Agreement" shall mean the Second Amended
and Restated Security Agreement in the form of Exhibit H-1-A, as the same may be
further amended, amended and restated, modified and/or supplemented from time to
time in accordance with the terms hereof and thereof" immediately before the
period appearing in said definition.

            124. The definition of "U.S. Security Documents" appearing in
Section 11 of the Credit Agreement is hereby amended by inserting the text
"covering any Real Property located in the United States" immediately after the
text "Mortgage" appearing in said definition.

            125. Each reference to "Non-Tranche D Obligations" appearing in the
Credit Agreement is hereby changed to read "Non-Tranche D Bank Obligations";
each reference to "Non-Tranche D Secured Obligations" appearing in the Credit
Agreement is hereby changed to read "Non-Tranche D Secured Bank Obligations";
each reference to "Other Secured Obligations" appearing in the Credit Agreement
is hereby changed to read "Other Secured Bank Obligations"; and each reference
to "Secured Obligations" appearing in the Credit Agreement is hereby changed to
read "Secured Bank Obligations".

            126. Section 11 of the Credit Agreement is hereby further amended by
deleting each reference to the text "the U.S. Borrower" and "the U.S.
Borrower's" appearing in each of the definitions listed below and included in
said Section and inserting the text "Holdings" and "Holdings'", respectively, in
lieu thereof:

            "Affiliate"
            "Applicable Margin"
            "Apollo Management Agreement"
            "Approved Insurance FinanceCo"
            "Asset Sale"


                                      -34-
<PAGE>
            "Available Basket Amount"
            "Available Basket Sub-Limit"
            "Canadian Subsidiary"
            "Canadian Subsidiary Guarantor"
            "Capitalized Lease Obligations"
            "CLC Acquisition Corp."
            "CLC Merger"
            "Consolidated Current Assets"
            "Consolidated Current Liabilities"
            "Consolidated Debt"
            "Consolidated EBIT"
            "Consolidated Interest Expense"
            "Consolidated Net Income"
            "Continuing Directors"
            "Disposition"
            "Disqualified Preferred Stock"
            "Domestic Subsidiary"
            "Environmental Claims"
            "ERISA Affiliate"
            "Excess Cash Flow"
            "Excess Cash Flow Payment Date"
            "Excess Cash Flow Payment Period"
            "Excluded Recovery Event"
            "Foreign Subsidiary"
            "Joint Venture"
            "L/C Supportable Indebtedness"
            "Management Participants"
            "Material Adverse Effect"
            "Mortgaged Property"
            "Multiemployer Plan"
            "Net Sale Proceeds"
            "Permitted Business"
            "Permitted Subordinated Indebtedness"
            "Plan"
            "Proceeds"
            "Program Affiliate"
            "Recovery Event"
            "Senior Subordinated Notes"
            "Senior Subordinated Notes Indenture"
            "Shareholder Subordinated Note"
            "Subsidiary"
            "Syndication Date"
            "Test Period"
            "U.S. Subsidiary Guarantor"


                                      -35-
<PAGE>
            127. Section 11 of the Credit Agreement is hereby further amended by
(i) deleting the definitions of "Additional Senior Subordinated Note
Indebtedness", "Apollo PIK Preferred Stock", "Apollo PIK Preferred Stock
Documents", "Applicable Excess Cash Flow Percentage", "Applicable Prepayment
Percentage", "Canadian Security Documents", "Canadian Subsidiary Guarantor",
"Change of Control Event", "Consolidated Senior Debt", "Credit Party",
"Guaranties", "Guarantors", "Maximum Permitted Acquisition Leverage Ratio",
"Permitted Subordinated Refinancing Indebtedness", "PIK Preferred Stock", "PIK
Preferred Stock Documents", "Pledge Agreements", "Qualified Preferred Stock",
"Security Agreements," "Security Documents", "Seller PIK Preferred Stock",
"Seller PIK Preferred Stock Documents", "Subsidiaries Guaranty", "Subsidiary
Guarantors" "U.S. Borrower", "U.S. Borrower Common Stock" and "U.S. Subsidiary
Guarantor" appearing in said Section in its entirety and (ii) inserting in the
appropriate alphabetical order the following new definitions:

            "Additional Foreign Security Agreement" shall mean each security
      agreement, document or instrument as may be required by the Administrative
      Agent (based on advice of local counsel) in connection with a request
      pursuant to Section 8.11(c), which security documentation shall (i)
      provide for a valid and enforceable first priority, perfected security
      interests (securing the same obligations secured by the U.S. Pledge
      Agreement) in all or substantially all of the assets (including all
      tangible and intangible assets, including receivables, contract rights,
      securities, stock and other equity interest, inventory, equipment, real
      estate, leasehold interests and material patents, trademarks and other
      intellectual property) owned by the respective Additional Foreign
      Subsidiary Guarantor in which it is practicable (in accordance with
      requirements of local law and taking into account such cost and
      practicality considerations as may be agreed by the Administrative Agent)
      to obtain such security interests (as determined by the Administrative
      Agent, based on advice of local counsel), subject only to Permitted Liens
      (ii) be prepared by local counsel reasonably satisfactory to the
      Administrative Agent, and (iii) be in form and substance reasonably
      satisfactory to the Administrative Agent, in each case as the same may be
      amended, modified, restated and/or supplemented from time to time in
      accordance with the terms hereof and thereof.

            "Additional Foreign Subsidiaries Guaranty" shall mean a guaranty
      prepared by local counsel satisfactory to the Administrative Agent, which
      guaranty shall (i) be in form and substance reasonably satisfactory to the
      Administrative Agent and (ii) conform as nearly as possible (as to the
      obligations guaranteed and the rights intended to be granted thereunder)
      to the U.S. Subsidiaries Guaranty, taking into account variations
      necessary or desirable under applicable local law, in each case as the
      same may be amended, modified, restated and/or supplemented from time to
      time in accordance with the terms hereof and thereof.

            "Additional Foreign Subsidiary Guarantor" shall mean each Foreign
      Subsidiary of Holdings organized in a Non-Qualified Jurisdiction that is
      or becomes a party to an Additional Foreign Subsidiaries Guaranty.

            "Alternative Senior Subordinated Notes Exchange Transaction" shall
      mean, collectively, (i) the execution and delivery of the Senior
      Subordinated Notes Indenture


                                      -36-
<PAGE>
      Supplement by Holdings and the Senior Subordinated Notes Indenture Trustee
      upon receipt of the requisite consent of the holders of outstanding Senior
      Subordinated Notes to the Senior Subordinated Notes Indenture Amendment,
      (ii) the Assignment, Assumption and Contribution, (iii) the issuance by
      Holdings of any combination of Special Exchange Warrants, Holdings PIK
      Notes, Holdings Common Stock, PIK Preferred Stock and/or Qualified
      Preferred Stock and the issuance by QDI LLC of Senior Subordinated Secured
      Notes, in exchange for outstanding Senior Subordinated Notes and (iv) at
      the election of Holdings, the Tranche D Term Loan Exchange, which exchange
      or series of exchanges described in preceding clauses (iii) and (iv)
      result in the reduction by at least $40,000,000 of the amount of the
      Consolidated Debt outstanding immediately prior to giving effect thereto
      (but only to the extent such reduction results from such exchange or
      exchanges and not from any other repayment, forgiveness or other
      satisfaction of Indebtedness of Holdings or any of its Subsidiaries).

            "Alternative Senior Subordinated Notes Exchange Transaction
      Documents" shall mean and include (i) the Senior Subordinated Notes
      Indenture Supplement, (ii) the Senior Subordinated Secured Notes Documents
      (if Senior Subordinated Secured Notes are issued in connection with the
      Alternative Senior Subordinated Notes Exchange Transaction), (iii) the
      Special Exchange Warrants (if issued in connection with the Alternative
      Senior Subordinated Notes Exchange Transaction), (iv) Holdings PIK Notes
      (if issued in connection with the Alternative Senior Subordinated Notes
      Exchange Transaction), (v) Qualified Preferred Stock (if issued in
      connection with the Alternative Senior Subordinated Notes Exchange
      Transaction), (vi) PIK Preferred Stock (if issued in connection with the
      Alternative Senior Subordinated Notes Exchange Transaction), (vii)
      Assignment, Assumption and Contribution Agreement, (viii) the Tranche D
      Term Loan Exchange Documents (if the Tranche D Term Loan Exchange is
      consummated pursuant to the Alternative Senior Subordinated Notes Exchange
      Transaction) and (ix) the other agreements, documents and instruments
      entered into in connection with the Alternative Senior Subordinated Notes
      Exchange Transaction, in each case as the same may be amended, modified
      and/or supplemented from time to time in accordance with the terms hereof
      and thereof.

            "Apollo Lock-Up Agreement" shall mean the Lock-Up Agreement entered
      into between Holdings and members of Apollo Group in the form attached as
      Exhibit B to the Exchange Transaction Offering Memorandum, as the same may
      be amended, modified and/or supplemented from time to time in accordance
      with the terms hereof and thereof.

            "Apollo Preferred Stock Exchange" shall mean, in the event the 90%
      Senior Subordinated Notes Exchange Condition and the Apollo Preferred
      Stock Exchange Condition are satisfied in connection with the Senior
      Subordinated Notes Exchange Offer/Consent Solicitation Consummation, the
      exchange by members of Apollo Group of Senior Subordinated Notes in an
      aggregate principal amount equal to $29,500,000 held by them for PIK
      Preferred Stock with an initial aggregate liquidation preference of like
      amount issued by Holdings pursuant to, and in accordance with the terms
      of, the Apollo Preferred Stock Exchange Documents.


                                      -37-
<PAGE>
            "Apollo Preferred Stock Exchange Condition" shall mean,
      collectively, the conditions to the Apollo Preferred Stock Exchange as set
      forth in the Apollo Lock-Up Agreement.

            "Apollo Preferred Stock Exchange Documents" shall mean the PIK
      Preferred Stock, the Apollo Lock-Up Agreement and the other agreements and
      documents entered into in connection with the Apollo Preferred Stock
      Exchange, all of which shall be in form and substance reasonably
      satisfactory to the Administrative Agent, in each case as the same may be
      amended, modified and/or supplemented from time to time in accordance with
      the terms hereof and thereof.

            "Applicable Excess Cash Flow Percentage" shall mean, with respect to
      any Excess Cash Flow Payment Date, (I) at any time prior to the Qualified
      Exchange Transaction Date, 100% (or, in the event that at any time after
      the Third Amendment Effective Date and prior to the Qualified Exchange
      Transaction Date, Holdings shall have certified in an officers'
      certificate delivered pursuant to Section 8.01(d) (attaching the
      calculations therefor in reasonable detail) that Holdings has complied
      with the original financial covenants set forth in Sections 9.09 and 9.10
      (as the same (and related definitions) were in effect prior to the Third
      Amendment Effective Date) for the two consecutive fiscal quarters then
      last ended, 75%); provided that so long as no Default or Event of Default
      is then in existence, if on the last day of the relevant Excess Cash Flow
      Payment Period, the Adjusted Total Leverage Ratio for the Test Period then
      most recently ended is less than 4.00:1.00 (as established pursuant to the
      officer's certificate delivered (or required to be delivered) pursuant to
      Section 8.01(d)), then the Applicable Excess Cash Flow Percentage shall
      instead be 75% (or, in the event that at any time after the Third
      Amendment Effective Date and prior to the Qualified Exchange Transaction
      Date, Holdings shall have certified in an officers' certificate delivered
      pursuant to Section 8.01(d) (attaching the calculations therefor in
      reasonable detail) that Holdings has complied with the original financial
      covenants set forth in Sections 9.09 and 9.10 (as the same (and related
      definitions) were in effect prior to the Third Amendment Effective Date)
      for the two consecutive fiscal quarters then last ended, 50%) and (II) at
      any time on or after the Qualified Exchange Transaction Date, 100%;
      provided that so long as no Default or Event of Default is then in
      existence, if on the last day of the relevant Excess Cash Flow Payment
      Period, the Adjusted Senior Leverage Ratio for the Test Period then most
      recently ended (as established pursuant to the officer's certificate
      delivered (or required to be delivered) pursuant to Section 8.01(d)) is
      (i) less than 2.50:1.00 but greater than or equal to 1.50:1.00, then the
      "Applicable Excess Cash Flow Percentage" shall instead be 50% or (ii) less
      than 1.50:1.00, then the "Applicable Excess Cash Flow Percentage" shall
      instead be 0%.

            "Applicable Prepayment Percentage" shall mean, at any time, (i) for
      purposes of Sections 4.02(c) and 4.02(d), 100%, provided that (x) if at
      any time prior to the Qualified Exchange Transaction Date the Adjusted
      Total Leverage Ratio is less than 4.00 to 1.00 (as established pursuant to
      the officer's certificate delivered (or required to be delivered) pursuant
      to Section 8.01(d)), the Applicable Prepayment Percentage shall instead be
      75% and (y) if at any time on and after the Qualified Exchange Transaction
      Date the Adjusted


                                      -38-
<PAGE>
      Senior Leverage Ratio is less than 2.50 to 1.00 (as established pursuant
      to the officer's certificate delivered (or required to be delivered)
      pursuant to Section 8.01(d)), the Applicable Prepayment Percentage shall
      instead be 75% and (ii) for purposes of Section 4.02(e), 50%, provided
      that (x) if at any time prior to the Qualified Exchange Transaction Date
      the Adjusted Total Leverage Ratio is less than 4.00 to 1.00 (as
      established pursuant to the officer's certificate delivered (or required
      to be delivered) pursuant to Section 8.01(d)), the Applicable Prepayment
      Percentage shall instead be 0% and (y) if at any time on and after the
      Qualified Exchange Transaction Date the Adjusted Senior Leverage Ratio is
      less than 2.50 to 1.00 (as established pursuant to the officer's
      certificate delivered (or required to be delivered) pursuant to Section
      8.01(d)), the Applicable Prepayment Percentage shall instead be 0%.
      Notwithstanding anything to the contrary in this definition, (I) at any
      time a Default or Event of Default is then in existence, the Applicable
      Prepayment Percentage for purposes of (x) Section 4.02(c) and (d) shall be
      100% and (y) Section 4.02(e) shall be 50% and (II) for purposes of any
      required repayment pursuant to Section 4.02(d) in connection with the
      Tranche D Term Loan Exchange, the Applicable Prepayment Percentage shall
      be 100%.

            "Ares Group" shall mean Ares Leveraged Investment Fund, L.P. and
      Ares Leveraged Investment Fund II, L.P.

            "Assignment, Assumption and Contribution" shall mean (i) the
      assignment by Holdings of all of its rights, interests and obligations
      under this Agreement (including the Obligations) and the other Credit
      Documents to which it is a party to QDI LLC (and QDI LLC's assumption of
      such rights, interest and obligations) pursuant to, and in accordance with
      the terms of, the Assignment, Assumption and Contribution Agreement, (ii)
      the assignment by Holdings of all loans and advances made by it to any of
      its Subsidiaries or any other person to QDI LLC and (iii) the contribution
      by Holdings of all of the capital stock of its direct Subsidiaries (other
      than QDI LLC) to QDI LLC as a common equity contribution in accordance
      with the requirements of the Assignment, Assumption and Contribution
      Agreement.

            "Assignment, Assumption and Contribution Agreement" shall have the
      meaning provided in Section 8.20(b).

            "Canadian Borrower's Guaranty" shall mean, on and after the delivery
      and execution thereof, a Guaranty in the form of Exhibit I-3, as amended,
      amended and restated, modified and/or supplemented from time to time in
      accordance with the terms hereof and thereof.

            "Canadian Security Documents" shall mean and include the Quebec
      Pledge Agreement, each Canadian Movable Hypothec, each Canadian Security
      Agreement, and on and after the execution and delivery thereof, each
      Canadian Pledge Agreement and each Collateral Bond and each security or
      other pledge agreement entered in to pursuant to Section 13.25.

            "Canadian Subsidiary Guarantor" shall mean each Wholly-Owned
      Subsidiary of


                                      -39-
<PAGE>
      Holdings that is a Canadian Subsidiary and that is or becomes a party to
      the Canadian Subsidiaries Guaranty.

            "Change of Control Event" shall mean, (I) at any time prior to the
      consummation of a Qualified IPO, (a) Apollo Group and its Affiliates shall
      cease to own on a fully diluted basis in the aggregate at least 30% of the
      economic and voting interest in Holdings' capital stock (for such
      purposes, excluding the PIK Preferred Stock, any Qualified Preferred Stock
      and any Disqualified Preferred Stock, in each case to the extent same is
      not Voting Stock) or (b) Apollo Group and its Affiliates, together with
      the Management Participants and other investors which own shares Holdings
      Common Stock on the Original Effective Date, shall cease to own on a fully
      diluted basis in the aggregate at least a majority of the outstanding
      Voting Stock of Holdings or (c) any Person or "group" (within the meaning
      of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as in
      effect on the Original Effective Date), other than the Permitted Holders,
      shall (A) have acquired beneficial ownership of 30% or more on a fully
      diluted basis of the voting and/or economic interest in Holdings' capital
      stock or (B) obtained the power (whether or not exercised) to elect a
      majority of Holdings' directors or (d) the Board of Directors of Holdings
      shall cease to consist of a majority of Continuing Directors or (e) a
      "change of control" or similar event shall occur as provided in (x) the
      Senior Subordinated Notes Indenture, any Senior Secured Notes Document,
      any Senior Subordinated Secured Notes Document, any Holdings PIK Notes
      Document or any PIK Preferred Stock (or the documentation governing the
      same) or (y) any Scheduled Existing Indebtedness, Permitted
      Disqualified Preferred Stock or Qualified Preferred Stock (other than PIK
      Preferred Stock to the extent qualifying as same), to the extent the
      outstanding principal amount or liquidation preference, as the case may
      be, of such Scheduled Existing Indebtedness, Permitted Debt, Disqualified
      Preferred Stock or Qualified Preferred Stock exceeds $10,000,000 or (f)
      Holdings shall cease to own directly or indirectly 100% of the capital
      stock of the Canadian Borrower or (g) on and after the Qualified Exchange
      Transaction Date, Holdings shall cease to own directly 100% of the
      membership interests of the U.S. Borrower or (II) at any time after a
      Qualified IPO, (a) any Person or "group" (within the meaning of Rules
      13d-3 and 13d-5 under the Securities Exchange Act of 1934, as in effect on
      the Original Effective Date), other than the Permitted Holders, shall have
      acquired beneficial ownership of 25% or more on a fully diluted basis of
      the voting and/or economic interest in Holdings' capital stock and Apollo
      Group and its Affiliates shall own less than such Person or "group" on a
      fully diluted basis of the economic and voting interest in Holdings'
      capital stock or (b) the Board of Directors of Holdings shall cease to
      consist of a majority of Continuing Directors or (c) a "change of control"
      or similar event shall occur as provided in (x) the Senior Subordinated
      Notes Indenture, any Senior Secured Notes Document, any Senior
      Subordinated Secured Notes Document, any Holdings PIK Notes Document or
      any PIK Preferred Stock (or the documentation governing the same) or (y)
      any Scheduled Existing Indebtedness, Permitted Debt, Disqualified
      Preferred Stock or Qualified Preferred Stock (other than PIK Preferred
      Stock to the extent same constitute Qualified Preferred Stock), to the
      extent the outstanding principal amount or liquidation preference, as the
      case may be, of such Scheduled Existing Indebtedness, Permitted Debt,
      Disqualified Preferred Stock or Qualified Preferred Stock



                                      -40-
<PAGE>
      exceeds $10,000,000 or (d) Holdings shall cease to own directly or
      indirectly 100% of the capital stock of the Canadian Borrower or (e) on
      and after the Qualified Exchange Transaction Date, Holdings shall cease to
      own directly 100% of the membership interests of the U.S. Borrower.

            "Collateral Bonds" shall have the meaning provided in Section 13.25.

            "Consolidated Senior Debt" shall mean at any time (x) Consolidated
      Debt at such time less (y) the sum of (i) the aggregate outstanding
      principal amount of the Senior Subordinated Notes at such time, (ii) the
      aggregate principal amount of all Tranche D Term Loans outstanding at such
      time, (iii) the aggregate outstanding principal amount of all Permitted
      Subordinated Indebtedness (if any) at such time, (iv) the aggregate
      outstanding principal amount of all Permitted Subordinated Refinancing
      Indebtedness (if any) at such time, (v) the aggregate outstanding
      principal amount of all Shareholder Subordinated Notes (if any) at such
      time, (vi) the aggregate outstanding principal amount of all Convertible
      Subordinated Notes (if any) at such time, (vii) the aggregate liquidation
      preference of all Disqualified Preferred Stock (if any) issued pursuant to
      Section 9.13(c), (viii) the aggregate outstanding principal amount of the
      Senior Subordinated Secured Notes (if any) at such time, (ix) the
      aggregate outstanding principal amount of the Senior Secured Notes (if
      any) at such time and (x) subject to the following proviso, Indebtedness
      of the U.S. Borrower and its Subsidiaries of the type referred to in
      clause (iii) of the definition of Indebtedness at such time, in each such
      case to the extent otherwise included as "Consolidated Debt"; provided
      that the aggregate amount of Indebtedness excluded from "Consolidated
      Senior Debt" as a result of the application of clause (x) above shall not
      exceed $22,900,000 at any time.

            "Credit Agreement Party" shall mean each of the Borrowers and, on
      and after the Qualified Exchange Transaction Date, Holdings.

            "Credit Party" shall mean each U.S. Credit Party, each Canadian
      Credit Party, each Mexican Subsidiary Guarantor and each Additional
      Foreign Subsidiary Guarantor.

            "Exchange Formula" shall mean, as to each holder of $1000 principal
      amount of Senior Subordinated Notes, $650 in principal amount of Senior
      Subordinated Secured Notes, $150 in principal amount of Holdings PIK Notes
      and 1.59 Special Exchange Warrants (or such different amount of Special
      Exchange Warrants as may be reasonably acceptable to the Administrative
      Agent).

            "Exchange Transaction" shall mean, collectively, the Senior
      Subordinated Notes Exchange Offer/Consent Solicitation and (i) in the
      event the Minimum Senior Subordinated Notes Exchange Condition is not
      satisfied, the Minority Noteholders Senior Subordinated Notes Exchange
      Transaction (unless Holdings, at its option, elects to consummate the
      Alternative Senior Subordinated Notes Exchange Transaction as contemplated
      by clause (iii) below), (ii) in the event the Minimum Senior Subordinated
      Notes Exchange Condition is satisfied (and no modification, amendment or
      waiver of the terms and conditions of the Exchange Transaction Offering
      Memorandum (or the


                                      -41-
<PAGE>
      Exchange Formula specified therein) is required) but the 90% Senior
      Subordinated Notes Exchange Condition is not satisfied, the Minimum Senior
      Subordinated Notes Exchange Transaction, (iii) in the event the Minimum
      Senior Subordinated Notes Indenture Amendment Condition is satisfied and
      (x) the Minimum Senior Subordinated Notes Exchange Condition is satisfied
      (and the terms and conditions of the Exchange Transaction Offering
      Memorandum (and/or the Exchange Formula specified therein) are required to
      be modified or amended to satisfy such condition) or (y) the Minimum
      Senior Subordinated Notes Exchange Condition is not satisfied (and
      Holdings, at its option, elects not to consummate the Minority Noteholders
      Senior Subordinated Notes Exchange Transaction as contemplated by clause
      (i) above), the Alternative Senior Subordinated Notes Exchange Transaction
      and (iv) in the event the 90% Senior Subordinated Notes Exchange Condition
      is satisfied, (x) the Maximum Senior Subordinated Notes Exchange
      Transaction and (y) if the Apollo Preferred Stock Exchange Condition is
      satisfied, the Tranche D Term Loan Exchange.

            "Exchange Transaction Documents" shall mean (i) in the event the
      Minimum Senior Subordinated Notes Exchange Condition is not satisfied, the
      Minority Noteholders Senior Subordinated Notes Exchange Transaction
      Documents (unless Holdings, at its option, elects to consummate the
      Alternative Senior Subordinated Notes Exchange Transaction as contemplated
      by clause (iii) below), (ii) in the event the Minimum Senior Subordinated
      Notes Exchange Condition is satisfied (and no modification, amendment or
      waiver to the terms and conditions of the Exchange Transaction Offering
      Memorandum (or the Exchange Formula specified therein) is required) but
      the 90% Senior Subordinated Notes Exchange Condition is not satisfied, the
      Minimum Senior Subordinated Notes Exchange Transaction Documents, (iii) in
      the event the Minimum Senior Subordinated Notes Indenture Amendment
      Condition is satisfied and (x) the Minimum Senior Subordinated Notes
      Exchange Condition is satisfied (and the terms and conditions of the
      Exchange Transaction Offering Memorandum (and/or the Exchange Formula
      specified therein) are required to be modified or amended to satisfy such
      condition) or (y) the Minimum Senior Subordinated Notes Exchange Condition
      is not satisfied (and Holdings, at its option, elects not to consummate
      the Minority Noteholders Senior Subordinated Notes Exchange Transaction as
      contemplated by clause (i) above), the Alternative Senior Subordinated
      Notes Exchange Transaction Documents and (iv) in the event the 90% Senior
      Subordinated Notes Exchange Condition is satisfied, (x) the Maximum Senior
      Subordinated Notes Exchange Transaction Documents and (y) if the Apollo
      Preferred Stock Exchange Condition is satisfied, the Tranche D Term Loan
      Exchange Documents.

            "Exchange Transaction Issue Amount" shall mean, in the case of the
      Senior Secured Notes or the Senior Subordinated Secured Notes, the
      aggregate principal amount of the respective such notes issued pursuant to
      the respective Exchange Transaction, which (x) in the case of an issuance
      of Senior Secured Notes pursuant to the Minority Noteholders Senior
      Subordinated Notes Exchange Transaction, shall in no event exceed
      $114,299,999 in aggregate principal amount at the time of the issuance
      thereof pursuant to such Exchange Transaction, and (y) in the case of the
      Senior Subordinated Secured Notes, shall not exceed in aggregate principal
      amount at the time of the issuance thereof pursuant to the respective
      Exchange Transaction (i) in the case of an Alternative Senior


                                      -42-
<PAGE>
      Subordinated Notes Exchange Transaction, an amount consistent with the
      requirements of the definition thereof contained herein, (ii) in the case
      of the Minimum Senior Subordinated Notes Exchange Transaction,
      $85,345,000, or (iii) in the case of the Maximum Senior Subordinated Notes
      Exchange Transaction, $71,500,000 (or, if the Apollo Preferred Stock
      Exchange Condition is not satisfied, $91,000,000).

            "Exchange Transaction Offering Memorandum" shall mean the Offering
      Memorandum and Consent Solicitation Statement of Holdings, dated as of
      April 10, 2002, as in effect on the Fifth Amendment Effective Date;
      provided that for purposes of clause (ii) of the definition of "Senior
      Subordinated Notes Exchange Offer/Consent Solicitation" only, the term
      "Exchange Transaction Offering Memorandum" shall mean the Offering
      Memorandum and Consent Solicitation Statement described above as the same
      may be amended and/or modified after the Fifth Amendment Effective Date to
      amend and/or modify the terms of the proposed amendment to Senior
      Subordinated Notes Indenture described therein, so long as no such
      amendment to, or modification of the terms of, the proposed amendment to
      the Senior Subordinated Notes Indenture is adverse to the interests of the
      Banks.

            "Exchange Units" shall mean Senior Subordinated Secured Notes,
      Holdings PIK Notes and Special Exchange Warrants.

            "Excluded Collateral" shall have the meaning provided in the U.S.
      Security Agreement.

            "Fifth Amendment" shall mean the Fifth Amendment to Credit
      Agreement, dated as of April 5, 2002.

            "Fifth Amendment Effective Date" shall have the meaning provided in
      the Fifth Amendment.

            "Guaranteed Obligations" shall mean (i) the principal (or Face
      Amount of, as applicable) and interest on each Note issued to each Bank,
      and all Loans made, under this Agreement and all reimbursement obligations
      and Unpaid Drawings with respect to Letters of Credit, together with all
      the 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 the Borrowers (or any of them) to each Bank, the Agents and
      the Collateral Agent now existing or hereafter incurred under, arising out
      of or in connection with this Agreement or any other Credit Document and
      the due performance and compliance by each Borrower with all the terms,
      conditions and agreements contained in the Credit Documents to which it is
      a party and (ii) all obligations (including obligations which, but for the
      automatic stay under Section 362(a) of the Bankruptcy Code, would become
      due) and liabilities of Holdings or any of its Subsidiaries owing under
      any Interest Rate Protection Agreement or Other Hedging Agreement entered
      into by Holdings or any of its Subsidiaries with any Bank or any affiliate
      thereof (even if such Bank subsequently ceases to be a Bank under this
      Agreement for any reason) so long as such Bank or affiliate participates
      in such


                                      -43-
<PAGE>
      Interest Rate Protection Agreement or Other Hedging Agreement, 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.

            "Guaranties" shall mean and include each of the U.S. Borrower
      Guaranty, the Canadian Borrower's Guaranty, each Subsidiaries Guaranty
      and, on and after the Qualified Exchange Transaction Date, the Holdings
      Guaranty.

            "Guarantors" shall mean and include the U.S. Borrower, the Canadian
      Borrower, each Subsidiary Guarantor and, on and after the Qualified
      Exchange Transaction Date, Holdings (in its capacity as a guarantor
      pursuant to Section 16).

            "Holdings" shall have the meaning provided in the first paragraph of
      this Agreement.

            "Holdings Common Stock" shall have the meaning provided in Section
      7.13(a).

            "Holdings Guaranty" shall mean the guaranty of Holdings pursuant to
      Section 16 of this Agreement.

            "Holdings PIK Notes" shall mean Indebtedness of Holdings evidenced
      by pay-in-kind subordinated promissory notes issued (I) in exchange for
      Senior Subordinated Notes in connection with the Minimum Senior
      Subordinated Notes Exchange Transaction, the Maximum Senior Subordinated
      Notes Exchange Transaction or an Alternative Senior Subordinated Notes
      Exchange Transaction and (II) to pay in kind regularly accruing interest
      on any such theretofore outstanding subordinated promissory notes, which
      Indebtedness (i) shall provide that the interest rate applicable thereto
      does not exceed 12.0% per annum, of which no more than 1.0% shall be paid
      in cash, with the remaining portion of such interest to be payable solely
      in kind, (ii) shall not mature prior to the seventh anniversary of the
      date of the consummation of the Exchange Transaction, (iii) has a weighted
      average life to maturity greater than or equal to the weighted average
      life to maturity of the Senior Subordinated Notes, (iv) does not (x) in
      the case of Indebtedness referred to in clause (I) above, increase the
      amount of Indebtedness outstanding immediately prior to such issuance and
      exchange or (y) provide for any guarantors or security, (v) has
      substantially the same (or, from the perspective of the Banks, more
      favorable) subordination provisions, if any, as applied to the Senior
      Subordinated Notes, provided that, in any event, such subordination shall
      prohibit the payment of any such Indebtedness (and cash interest
      obligations with respect thereto) upon the occurrence of a Default or an
      Event of Default and contain a complete suspension of remedies at all
      times Obligations are outstanding, (vi) has no negative covenants or
      mandatory prepayment provisions, other than a "change of control" put on
      terms no less favorable to Holdings and its Subsidiaries than that
      previously existing with respect to the Senior Subordinated Notes, (vii)
      has terms and conditions (including, without limitation, with respect to
      the amortization, redemption provisions, defaults and remedies), that are
      not, taken as a whole, less favorable in any material respect to Holdings
      and its Subsidiaries than those previously existing with respect to the
      Senior Subordinated Notes; provided that terms


                                      -44-
<PAGE>
      and conditions of such Indebtedness specifically required pursuant to the
      other subclauses of this definition shall not be taken into account in
      making any determination pursuant to this clause (vii), and (viii) unless
      issued pursuant to the Alternative Senior Subordinated Notes Exchange
      Transaction, shall otherwise conform in all material respects with the
      terms and conditions of, and the requirements for, such Indebtedness
      (including, without limitation, with respect to amortization, redemption
      provisions, voting rights, maturities, covenants, defaults, subordination
      and remedies) as provided for the "Junior PIK Notes" as set forth in the
      "Description of Junior PIK Notes" included in the Exchange Transaction
      Offering Memorandum, in each case as the same may be amended, modified or
      supplemented from time to time in accordance with the terms hereof and
      thereof.

            "Holdings PIK Notes Documents" shall mean the Holdings PIK Notes
      Indenture, the Holdings PIK Notes and each other agreement, document or
      instrument relating to the issuance of the Holdings PIK Notes, in each
      case as the same may be amended, modified or supplemented from time to
      time in accordance with the terms hereof and thereof.

            "Holdings PIK Notes Indenture" shall mean any indenture or similar
      agreement entered into in connection with the issuance of Holdings PIK
      Notes, as the same may be amended, modified or supplemented from time to
      time in accordance with the terms hereof and thereof.

            "Maximum Permitted Acquisition Leverage Ratio" shall mean, at any
      time, (i) for purposes of Section 9.10(a), the maximum Adjusted Total
      Leverage Ratio which may exist pursuant to Section 9.10(a) without giving
      rise to a Default or Event of Default at such time, adjusted by reducing
      the ratio appearing in such maximum Adjusted Total Leverage Ratio by 0.25
      and (ii) for purposes of Section 9.10(b), the maximum Adjusted Senior
      Leverage Ratio which may exist pursuant to Section 9.10(b) without giving
      rise to a Default or Event of Default at such time, adjusted by reducing
      the ratio appearing in such maximum Adjusted Senior Leverage Ratio by
      0.25.

            "Maximum Senior Subordinated Notes Exchange Transaction" shall mean,
      collectively, (i) the Senior Subordinated Notes Exchange Offer/Consent
      Solicitation Consummation and the satisfaction of the 90% Senior
      Subordinated Notes Exchange Condition in connection therewith, (ii) the
      Assignment, Assumption and Contribution, (iii) the issuance by Holdings
      and QDI LLC of their respective Exchange Units in exchange for outstanding
      Senior Subordinated Notes held by members of the Ares Group in an
      aggregate principal amount equal to approximately $22,500,000, with each
      such holder of Senior Subordinated Notes to receive Exchange Units in
      accordance with the Exchange Formula, (iv) in the event the Apollo
      Preferred Stock Exchange Condition has not been satisfied, the issuance by
      Holdings and QDI LLC of their respective Exchange Units in exchange for
      outstanding Senior Subordinated Notes held by members of the Apollo Group
      and the Pre-Approved Management Participants in an aggregate principal
      amount equal to approximately $30,500,000, with each such holder of Senior
      Subordinated Notes to receive Exchange Units in accordance with the
      Exchange Formula, (v) in the event the Apollo Preferred Stock Exchange
      Condition has been satisfied, the consummation of each of the Apollo
      Preferred Stock Exchange and the Pre-Approved Management Participants



                                      -45-
<PAGE>
      Preferred Stock Exchange, and (vii) the execution and delivery of the
      Senior Subordinated Notes Indenture Supplement by the U.S. Borrower and
      the Senior Subordinated Notes Indenture Trustee upon receipt of the
      requisite consent of the holders of outstanding Senior Subordinated Notes
      to the Senior Subordinated Notes Indenture Amendment.

            "Maximum Senior Subordinated Notes Exchange Transaction Documents"
      shall mean and include (i) the Senior Subordinated Notes Exchange
      Offer/Consent Solicitation Documents, (ii) the Senior Subordinated Secured
      Notes Documents, (iii) the Exchange Units, (iv) in the event the Apollo
      Preferred Stock Exchange Condition has been satisfied, the Apollo
      Preferred Stock Exchange Documents and the Pre-Approved Management
      Participants Preferred Stock Exchange Documents, (v) the Senior
      Subordinated Notes Indenture Supplement, (vi) the Assignment, Assumption
      and Contribution Agreement and (vii) the other agreements, documents and
      instruments entered into in connection with the Maximum Senior
      Subordinated Notes Exchange Transaction, in each case as the same may be
      amended, modified and/or supplemented from time to time in accordance with
      the terms hereof and thereof.

            "Mexican Local Law Pledge Agreement" shall mean, on and after the
      delivery and execution thereof, a Pledge Agreement in the form of Exhibit
      G-4, as amended, amended and restated, modified and/or supplemented from
      time to time in accordance with the terms hereof and thereof.

            "Mexican Security Agreement" shall mean, on and after the delivery
      and execution thereof, a Guaranty in the form of Exhibit H-4, as amended,
      amended and restated, modified and/or supplemented from time to time in
      accordance with the terms hereof and thereof.

            "Mexican Security Documents" shall mean, on and after the execution
      and delivery thereof, the Mexican Security Agreement and the Mexican Local
      Law Pledge Agreement.

            "Mexican Subsidiaries Guaranty" shall mean, on and after the
      delivery and execution thereof, a Guaranty in the form of Exhibit I-4, as
      amended, amended and restated, modified and/or supplemented from time to
      time in accordance with the terms hereof and thereof.

            "Mexican Subsidiary" shall mean each Subsidiary of Holdings
      organized in Mexico or any state thereof.

            "Mexican Subsidiary Guarantor" shall mean each Wholly-Owned
      Subsidiary of Holdings that is a Mexican Subsidiary and that is or becomes
      a party to the Mexican Subsidiaries Guaranty.

            "Minimum Senior Subordinated Notes Exchange Condition" shall mean
      the condition set forth in the Exchange Transaction Offering Memorandum
      requiring that the holders of at least $61,300,000 of principal of Senior
      Subordinated Notes (excluding Senior Subordinated Notes held by the
      Pre-Approved Noteholder Group) shall have


                                      -46-
<PAGE>
      validly tendered (and not withdrawn) Senior Subordinated Notes pursuant to
      the Senior Subordinated Notes Exchange Offer/Consent Solicitation (or, in
      the case of an Alternative Senior Subordinated Notes Exchange Transaction,
      on such other terms and conditions as may be agreed by Holdings and the
      holders of Senior Subordinated Notes).

            "Minimum Senior Subordinated Notes Exchange Transaction" shall mean,
      collectively, (i) the Senior Subordinated Notes Exchange Offer/Consent
      Solicitation Consummation and the satisfaction of the Minimum Senior
      Subordinated Notes Exchange Condition (and the failure of the 90% Senior
      Subordinated Notes Exchange Condition to be satisfied) in connection
      therewith, (ii) the Assignment, Assumption and Contribution, (iii) the
      issuance by Holdings and QDI LLC of their respective Exchange Units in
      exchange for outstanding Senior Subordinated Notes held by members of the
      Pre-Approved Noteholder Group in an aggregate principal amount of
      $53,000,000, with each such holder of Senior Subordinated Notes to receive
      Exchange Units in accordance with the Exchange Formula, and (iv) the
      execution and delivery of the Senior Subordinated Notes Indenture
      Supplement by Holdings and the Senior Subordinated Notes Indenture Trustee
      upon receipt of the requisite consent of the holders of outstanding Senior
      Subordinated Notes to the Senior Subordinated Notes Indenture Amendment.

            "Minimum Senior Subordinated Notes Exchange Transaction Documents"
      shall mean and include (i) the Senior Subordinated Notes Exchange
      Offer/Consent Solicitation Documents, (ii) the Senior Subordinated Secured
      Notes Documents, (iii) the Exchange Units, (iv) the Senior Subordinated
      Notes Indenture Supplement, (v) the Assignment, Assumption and
      Contribution Agreement and (vi) the other agreements, documents and
      instruments entered into in connection with the Minimum Senior
      Subordinated Notes Exchange Transaction, in each case as the same may be
      amended, modified and/or supplemented from time to time in accordance with
      the terms hereof and thereof.

            "Minimum Senior Subordinated Notes Indenture Amendment Condition"
      shall mean the condition requiring that the holders of at least a majority
      of the principal amount of the Senior Subordinated Notes (excluding Senior
      Subordinated Notes held by Holdings and its Affiliates (as defined in the
      Senior Subordinated Notes Indenture)) shall have consented to the Senior
      Subordinated Notes Indenture Amendment.

            "Minority Noteholders Senior Subordinated Notes Exchange
      Transaction" shall mean (i) the Senior Subordinated Notes Exchange
      Offer/Consent Solicitation Consummation and (ii) the exchange by members
      of the Pre-Approved Noteholder Group of Senior Subordinated Notes held by
      them in aggregate principal amount equal to $53,000,000 for Senior Secured
      Notes in a like principal amount, in each case upon the failure of the
      Minimum Senior Subordinated Notes Exchange Condition to be satisfied
      pursuant to the Senior Subordinated Notes Exchange Offer/Consent
      Solicitation.

            "Minority Noteholders Senior Subordinated Notes Exchange Transaction
      Documents" shall mean and include (i) the Senior Subordinated Notes
      Exchange Offer/Consent Solicitation Documents, (ii) the Senior Secured
      Notes Documents and (iii) the other agreements, documents and instruments
      entered into in connection with the


                                      -47-
<PAGE>
      Minority Noteholders Senior Subordinated Notes Exchange, in each case as
      the same may be amended, modified and/or supplemented from time to time in
      accordance with the terms hereof and thereof.

            "90% Senior Subordinated Notes Exchange Condition" shall mean,
      collectively, the condition to the Apollo Preferred Stock Exchange set
      forth in the Exchange Transaction Offering Memorandum requiring that the
      holders of at least $78,300,000 of principal of Senior Subordinated Notes
      (excluding Senior Subordinated Notes held by the Pre-Approved Noteholder
      Group) shall have validly tendered (and not withdrawn) Senior Subordinated
      Notes pursuant to the Senior Subordinated Notes Exchange Offer/Consent
      Solicitation.

            "Non-Guarantor Subsidiary" shall mean each Subsidiary of Holdings
      (other than a Borrower) which, on and after the consummation of the
      Exchange Transaction, is not a Subsidiary Guarantor.

            "Non-Qualified Jurisdiction" shall mean, at any time, each
      jurisdiction which is not a Qualified Jurisdiction at such time.

            "Permanent Exchange Senior Secured Notes" shall mean senior secured
      notes issued in exchange for Senior Secured Notes pursuant to the Senior
      Secured Notes Indenture, which Permanent Exchange Senior Notes are
      substantially identical securities to the originally issued Senior Secured
      Notes and shall be issued pursuant to a registered exchange offer or
      private exchange offer for the originally issued Senior Secured Notes;
      provided that in no event will the issuance of any Permanent Exchange
      Senior Secured Notes increase the aggregate principal amount of Senior
      Secured Notes theretofore outstanding or otherwise result in an increase
      in the interest rate applicable to the Senior Secured Notes (or the
      portion of interest thereon payable in cash).

            "Permanent Exchange Senior Subordinated Secured Notes" shall mean
      senior subordinated secured notes issued in exchange for Senior
      Subordinated Secured Notes pursuant to the Senior Subordinated Secured
      Notes Indenture, which Permanent Exchange Senior Subordinated Notes are
      substantially identical securities to the originally issued Senior
      Subordinated Secured Notes and shall be issued pursuant to a registered
      exchange offer or private exchange offer for the originally issued Senior
      Subordinated Secured Notes; provided that in no event will the issuance of
      any Permanent Exchange Subordinated Senior Secured Notes increase the
      aggregate principal amount of Senior Subordinated Secured Notes
      theretofore outstanding or otherwise result in an increase in the interest
      rate applicable to the Senior Subordinated Secured Notes (or the portion
      of interest thereon payable in cash).

            "Permitted Holdings Subordinated Refinancing Indebtedness" shall
      mean Indebtedness of Holdings issued or given in exchange for, or the
      proceeds of which are used to refinance, the Senior Subordinated Notes, so
      long as (a) no such Indebtedness is issued prior to the earlier to occur
      of (x) the day following the date of the consummation of the Exchange
      Transaction and (y) October 1, 2002, (b) such Indebtedness has a


                                      -48-
<PAGE>
      weighted average life to maturity greater than or equal to the weighted
      average life to maturity of the respective Indebtedness to be so exchanged
      or refinanced, (c) such issuance, exchange or refinancing does not (i)
      increase the amount of such Indebtedness outstanding immediately prior to
      such issuance, exchange or refinancing or (ii) add guarantors, obligors or
      security from that which applied to the Senior Subordinated Notes, (d)
      such Indebtedness has substantially the same (or, from the perspective of
      the Banks, more favorable) subordination provisions, if any, as applied to
      the Senior Subordinated Notes, and (e) all other terms of such exchange or
      refinancing (including, without limitation, with respect to the
      amortization schedules, redemption provisions, maturities, covenants,
      defaults and remedies), are not, taken as a whole, materially less
      favorable to Holdings and its Subsidiaries than those previously existing
      with respect to the Indebtedness to be so exchanged or refinanced.

            "Permitted QDI LLC Subordinated Refinancing Indebtedness" shall mean
      Indebtedness of QDI LLC issued or given in exchange for, or the proceeds
      of which are used to refinance, the Senior Subordinated Secured Notes, so
      long as (a) such Indebtedness has a weighted average life to maturity
      greater than or equal to the weighted average life to maturity of the
      respective Indebtedness to be so exchanged or refinanced, (b) such
      issuance, exchange or refinancing does not (i) increase the amount of such
      Indebtedness outstanding immediately prior to such issuance, exchange or
      refinancing or (ii) add guarantors, obligors or security from that which
      applied to the Senior Subordinated Notes (but not the Senior Subordinated
      Secured Notes), (c) such Indebtedness has substantially the same (or, from
      the perspective of the Banks, more favorable) subordination provisions, if
      any, as applied to the Senior Subordinated Secured Notes, and (d) all
      other terms of such exchange or refinancing (including, without
      limitation, with respect to the amortization schedules, redemption
      provisions, maturities, covenants, defaults and remedies), are not, taken
      as a whole, materially less favorable to QDI LLC and its Subsidiaries than
      those previously existing with respect to the Indebtedness to be so
      exchanged or refinanced.

            "Permitted Subordinated Refinancing Indebtedness" shall mean and
      include Permitted Holdings Subordinated Refinancing Indebtedness and
      Permitted QDI LLC Subordinated Refinancing Indebtedness.

            "PIK Preferred Stock" shall mean (i) at all times prior to the
      consummation of the Exchange Transaction, the 13.75% pay-in-kind preferred
      stock of Holdings, $.01 par value per share, originally issued to Apollo
      Investment Fund, L.P. and the Seller on the Restatement Effective Date and
      (ii) thereafter, the 13.75% cumulative accreting preferred stock of
      Holdings, $.01 par value per share, which preferred stock shall (w)
      provide for the payment of accrued Dividends by way of an increase in the
      liquidation preference of outstanding shares thereof, (x) provide by its
      terms that Dividends thereon shall not be required to be paid in cash at
      any time (and to the extent) that such payment would be prohibited by the
      terms of this Agreement or any other agreement of Holdings relating to
      outstanding Indebtedness, (y) not contain any mandatory redemption, put,
      repurchase, repayment, sinking fund or other similar provision (including,
      without limitation, upon the occurrence of a Change of Control Event or a
      sale of all or substantially all of the assets of


                                      -49-
<PAGE>
      Holdings and its Subsidiaries) or any right on the part of the holder
      thereof to require the redemption thereof, in whole or in part, in any
      such case prior to September 15, 2006 (or, in the case (and only in the
      case) of a mandatory put or redemption upon the occurrence of a "change of
      control event" or the sale of all or substantially all the assets of
      Holdings and its Subsidiaries, the earlier to occur of (I) the date upon
      which all outstanding Loans, interest and other Obligations owing
      hereunder shall have been repaid in full in cash and all of Notes,
      Commitments and Letters of Credit shall have been terminated and (II) the
      date on which Holdings shall have obtained from the Banks a consent to
      such put or redemption) and (z) unless issued pursuant to the Alternative
      Senior Subordinated Notes Exchange Transaction, otherwise conform in all
      material respects with the terms and conditions of, and the requirements
      for, such preferred stock as described in the Exchange Transaction
      Offering Memorandum (including, without limitation, with respect to voting
      and redemption rights), in each case as the same may be amended, modified
      and/or supplemented from time to time in accordance with the terms hereof
      and thereof.

            "PIK Preferred Stock Documents" shall mean the PIK Preferred Stock,
      the organizational documents of Holdings governing the same and the other
      documents executed and delivered in connection with any issuance of the
      PIK Preferred Stock, in each case as the same may be amended, modified
      and/or supplemented from time to time in accordance with the terms hereof
      and thereof.

            "Pledge Agreements" shall mean and include the U.S. Pledge
      Agreement, the Canadian Pledge Agreements and, on and after the execution
      and delivery thereof, the Mexican Local Law Pledge Agreement and any other
      pledge agreement entered into pursuant to Section 8.11 or 13.23.

            "Pre-Approved Management Participants" shall mean Thomas L.
      Finkbiner, Michael A. Grimm, Dennis R. Farnsworth, Keith J. Margelowsky,
      Denny R. Copeland and Douglas B. Allen.

            "Pre-Approved Management Participants Preferred Stock Exchange"
      shall mean, in the event the Apollo Preferred Stock Exchange is
      consummated, the exchange by certain Pre-Approved Management Participants
      of Senior Subordinated Notes in an aggregate principal amount equal to
      approximately $1,000,000 held by them for PIK Preferred Stock with an
      initial aggregate liquidation preference of like amount issued by Holdings
      pursuant to, and in accordance with the terms of, the Pre-Approved
      Management Participants Preferred Stock Exchange Documents.

            "Pre-Approved Management Participants Preferred Stock Exchange
      Documents" shall mean the PIK Preferred Stock, the organizational
      documents of Holdings governing the PIK Preferred Stock and the other
      agreements and documents entered into in connection with the Pre-Approved
      Management Participants Preferred Stock Exchange, all of which shall be in
      form and substance reasonably satisfactory to the Administrative Agent.

            "Pre-Approved Noteholder Group" shall mean, collectively, (i) the
      Apollo Group,


                                      -50-
<PAGE>
      (ii) Ares Group and (iii) the Pre-Approved Management Participants.

            "QDI LLC" shall mean Quality Distribution LLC, a Delaware limited
      liability company and at all times after the formation thereof, a direct
      Wholly-Owned Subsidiary of the U.S. Borrower.

            "Qualified Exchange Transaction" shall mean any Exchange Transaction
      (other than the Minority Noteholders Senior Subordinated Notes Exchange
      Transaction) which results in the reduction by at least $40,000,000 of the
      amount of the outstanding Consolidated Debt immediately prior to giving
      effect thereto (but only to the extent such reduction results from such
      Exchange Transaction and not from any other repayment, forgiveness or
      other satisfaction of Indebtedness of Holdings and its Subsidiaries).

            "Qualified Exchange Transaction Date" shall mean the date of the
      consummation of any Qualified Exchange Transaction.

            "Qualified Jurisdiction" shall mean (x) at any time prior to the
      consummation of the Exchange Transaction, (i) the United States or any
      state or territory thereof and (ii) Canada and any province thereof and
      (y) at any time after the consummation of the Exchange Transaction, (i)
      the United States or any state or territory thereof, (ii) Canada or any
      province thereof and (iii) Mexico or any state thereof.

            "Qualified Preferred Stock" shall mean any Preferred Stock of
      Holdings which (x) provides by its terms that Dividends thereon shall not
      be required to be paid in cash at any time (and to the extent) that such
      payment would be prohibited by the terms of this Agreement or any other
      agreement of Holdings or any of its Subsidiaries relating to outstanding
      Indebtedness and (y) by its terms (or the terms of any security into which
      it is convertible or for which it is exchangeable) does not mature and
      does not contain any mandatory redemption, put, repurchase, repayment,
      sinking fund or other similar provision (including, without limitation,
      upon the occurrence of a Change of Control Event or a sale of all or
      substantially all of the assets of Holdings and its Subsidiaries) or any
      right on the part of the holder thereof to require the repurchase or
      redemption thereof, in whole or in part, in any such case prior to the
      date occurring two years after the Tranche D Term Loan Maturity Date (or,
      in the case (and only in the case) of a mandatory put or redemption upon
      the occurrence of a "change of control event" or the sale of all or
      substantially all the assets of Holdings and its Subsidiaries provided for
      in a Qualified Preferred Stock issued pursuant to the Alternative Senior
      Subordinated Notes Exchange Transaction, the earlier to occur of (I) the
      date upon which all outstanding Loans, interest and other Obligations
      owing hereunder shall have been repaid in full in cash and all of Notes,
      Commitments and Letters of Credit shall have been terminated and (II) the
      date on which Holdings shall have obtained from the Banks a consent to
      such put or redemption).

            "Secured Bank Creditors" shall mean (i) the Bank Creditors under,
      and as defined in, the respective Security Documents and (ii) the Other
      Creditors under, and as defined in, the respective Security Documents.


                                      -51-
<PAGE>
            "Security Agreements" shall mean and include the U.S. Security
      Agreement, each Canadian Security Document, the Mexican Security Agreement
      and each Additional Foreign Security Agreement.

            "Security Documents" shall mean and include each U.S. Security
      Document, each Canadian Security Document, each Mexican Security Document,
      each Additional Foreign Security Agreement, each Mortgage, each Additional
      Security Document, if any, and each pledge agreement entered into pursuant
      to Section 13.24, if any.

            "Seller" shall mean certain existing shareholders of CLC on the
      Restatement Effective Date (immediately prior to giving effect to the CLC
      Merger).

            "Senior Secured Notes" shall mean any Indebtedness of Holdings
      evidenced by senior secured notes issued (I) in exchange for up to
      $114,299,999 in aggregate principal amount of then outstanding Senior
      Subordinated Notes and (II) to pay in kind regularly accruing interest on
      any such theretofore outstanding senior secured notes, so long as (a) in
      the case of the Indebtedness referred to in clause (I) above, the
      aggregate principal amount of such Indebtedness does not exceed the
      aggregate outstanding principal amount of the Senior Subordinated Notes
      being so exchanged, (b) such Indebtedness has a final maturity no earlier
      than the sixth anniversary of the date of incurrence thereof, (c) the
      interest rate applicable to such Indebtedness does not exceed 10.0% per
      annum, of which no more than 5.0% shall be paid in cash, with the
      remaining portion of such interest to be payable in kind, (d) such
      Indebtedness does not (x) add guarantors from that which applied to the
      Senior Subordinated Notes, except to the extent such additional guarantors
      are first required to provide guaranties of the Obligations hereunder and
      are not Foreign Subsidiaries of Holdings, (y) add obligors from that which
      applied to the Senior Subordinated Notes (excluding, for avoidance of
      doubt, guarantors) and (z) provide for security, except pursuant to the
      Security Documents (as contemplated by Section 9.03(c)), (e) all terms and
      conditions of such Indebtedness (including, without limitation, with
      respect to amortization, redemption provisions, voting rights, maturities,
      covenants, defaults and remedies) conform in all material respects with
      the terms and conditions applicable to the "10% Senior Secured Notes" set
      forth in the "Description of the 10% Senior Secured Notes" included in the
      Exchange Transaction Offering Memorandum, (f) such Indebtedness (or the
      documentation governing the same) shall (x) provide for payment blockage
      of all interest owing thereunder (including unpaid interest on the Senior
      Subordinated Notes which accrues through the date of the consummation of
      the Exchange Transaction but which becomes payable after such date under
      (and pursuant to the terms of) the documentation governing such
      Indebtedness) on the terms provided in the "Description of the 10% Senior
      Secured Notes" included in the Exchange Transaction Offering Memorandum
      and (y) in any event, afford Holdings and its Subsidiaries the same (or
      greater) flexibility to incur secured Indebtedness under this Agreement
      and the Guaranties (on a first-Lien priority basis) as is currently
      provided in the Senior Subordinated Notes Indenture and (g) the
      documentation governing such Indebtedness is reasonably satisfactory to
      the Administrative Agent. As used herein, the term "Senior Secured Notes"
      shall also include any Permanent Exchange Senior Secured Notes issued
      pursuant to the Senior Secured Notes Indenture in exchange for theretofore
      outstanding


                                      -52-
<PAGE>
      Senior Secured Notes as contemplated by the definition of Permanent
      Exchange Senior Secured Notes. The issuance of Senior Secured Notes shall
      be deemed to be a representation and warranty by Holdings that all
      conditions thereto have been satisfied in all material respects and that
      same is permitted in accordance with the terms of this Agreement, which
      representation and warranty shall be deemed to be a representation and
      warranty for all purposes hereunder, including, without limitation,
      Sections 6 and 10.

            "Senior Secured Notes Documents" shall mean the Senior Secured Notes
      Indenture, the Senior Secured Notes and each other agreement, document or
      instrument relating to the issuance of the Senior Secured Notes, in each
      case as the same may be amended, modified or supplemented from time to
      time in accordance with the terms hereof and thereof.

            "Senior Secured Notes Indenture" shall mean any indenture or similar
      agreement entered into in connection with the issuance of Senior Secured
      Notes, as the same may be amended, modified or supplemented from time to
      time in accordance with the terms hereof and thereof.

            "Senior Subordinated Notes Exchange Offer/Consent Solicitation"
      shall mean the exchange offer and consent solicitation with respect to
      outstanding Senior Subordinated Notes described in the Exchange
      Transaction Offering Memorandum pursuant to which (i) (x) QDI LLC and
      Holdings shall offer, subject to the Minimum Senior Subordinated Notes
      Exchange Condition and the other terms and conditions specified in the
      Senior Subordinated Notes Exchange Offer/Consent Solicitation Documents,
      to issue their respective Exchange Units in exchange for outstanding
      Senior Subordinated Notes held by holders of Senior Subordinated Notes
      (other than members of the Apollo Group and certain Pre-Approved
      Management Participants), with each such holder of Senior Subordinated
      Notes to receive Exchange Units in accordance with the Exchange Formula or
      (y) if the Minimum Senior Subordinated Notes Exchange Condition is not
      satisfied (but subject to the other relevant terms and conditions
      specified in the Senior Subordinated Notes Exchange Offer/Consent
      Solicitation Documents), Holdings shall offer to exchange outstanding
      Senior Subordinated Notes held by holders of Senior Subordinated Notes who
      validly tender the same, for Senior Secured Notes in a like principal
      amount and (ii) consents shall be solicited from the holders of the Senior
      Subordinated Notes (other than the Pre-Approved Noteholder Group) to a
      proposed amendment to the Senior Subordinated Notes Indenture (the "Senior
      Subordinated Notes Indenture Amendment"), which amendment shall provide
      for the substantial elimination of the covenants contained in the Senior
      Subordinated Notes Indenture (including, without limitation, limitations
      on restricted payments, dividends, transactions with affiliates, liens,
      indebtedness and guaranties by subsidiaries) and otherwise conform in all
      material respects with the terms of such amendment as set forth in the
      Exchange Transaction Offering Memorandum.

            "Senior Subordinated Notes Exchange Offer/Consent Solicitation
      Consummation" shall mean, collectively, (i) in the event the Minimum
      Senior Subordinated Notes Exchange Condition is satisfied, (x) the
      issuance by Holdings and QDI LLC of their respective Exchange Units in
      exchange for outstanding Senior Subordinated Notes


                                      -53-
<PAGE>
      tendered, and not theretofore withdrawn, by holders of Senior Subordinated
      Notes (other than members of the Pre-Approved Noteholder Group) on the
      terms provided pursuant to the Senior Subordinated Notes Exchange
      Offer/Consent Solicitation and (y) the receipt by Holdings of the consent
      of the holders of Senior Subordinated Notes tendering pursuant to the
      exchange described in preceding subclause (x) to the Senior Subordinated
      Notes Indenture Amendment in accordance with the requirements of the
      Senior Subordinated Notes Exchange Offer/Consent Solicitation, and (ii) in
      the event the Minimum Senior Subordinated Notes Exchange Condition is not
      satisfied, the issuance by Holdings of Senior Secured Notes in exchange
      for a like principal amount of outstanding Senior Subordinated Notes
      tendered, and not theretofore withdrawn, by holders of Senior Subordinated
      Notes (other than members of the Pre-Approved Noteholder Group) on the
      terms provided pursuant to the Senior Subordinated Notes Exchange
      Offer/Consent Solicitation.

            "Senior Subordinated Notes Exchange Offer/Consent Solicitation
      Documents" shall mean the Exchange Transaction Offering Memorandum and the
      other documents relating to the Senior Subordinated Notes Exchange
      Offer/Consent Solicitation, all of which shall be consistent with the
      requirements for the Exchange Transaction (other than an Alternative
      Senior Subordinated Notes Exchange Transaction) specified herein and
      otherwise be in form and substance satisfactory to the Administrative
      Agent.

            "Senior Subordinated Notes Indenture Amendment" shall have the
      meaning provided in the definition of Senior Subordinated Notes Exchange
      Offer/Consent Solicitation.

            "Senior Subordinated Notes Indenture Supplement" shall mean the
      Second Supplemental Indenture to the Senior Subordinated Notes Indenture
      substantially in the form of Exhibit A to the Exchange Transaction
      Offering Memorandum to be entered into by Holdings and the Senior
      Subordinated Notes Indenture Trustee to effect the Senior Subordinated
      Notes Indenture Amendment in connection with the Minimum Senior
      Subordinated Notes Exchange Transaction, the Maximum Senior Subordinated
      Notes Exchange Transaction or the Alternative Senior Subordinated Notes
      Exchange Transaction.

            "Senior Subordinated Secured Notes" shall mean any Indebtedness of
      QDI LLC evidenced by senior subordinated secured notes issued (I) in
      exchange for up to $140,000,000 in aggregate principal amount of then
      outstanding Senior Subordinated Notes and (II) to pay in kind regularly
      accruing interest on any such theretofore outstanding senior subordinated
      secured notes, so long as (a) in the case of the Indebtedness referred to
      in clause (I) above, the aggregate principal amount of any such
      Indebtedness so issued does not exceed the amount of Indebtedness subject
      to such exchange and outstanding immediately prior to such issuance and
      exchange, (b) such Indebtedness has a final maturity no earlier than the
      sixth anniversary of the date of the incurrence thereof, (c) has a
      weighted average life to maturity greater than or equal to the weighted
      average life to maturity of the Senior Subordinated Notes, (d) such
      Indebtedness does not (x) add guarantors from that which applied to the
      Senior Subordinated Notes,


                                      -54-
<PAGE>
      except to the extent such additional guarantors are first required to
      provide guaranties of the Obligations hereunder and are not Foreign
      Subsidiaries of Holdings, (y) add obligors (excluding, for avoidance of
      doubt, guarantors) from that which applied to the Senior Subordinated
      Notes, it being understood that QDI LLC shall be permitted to become the
      obligor with respect to such Indebtedness rather than Holdings or (z)
      provide for security, except pursuant to the Security Documents (as
      contemplated by Section 9.03(c)), (e) such Indebtedness has subordination
      provisions substantially identical to (or, from the perspective of the
      Banks, more favorable than) the subordination provisions contained in the
      Senior Subordinated Notes Indenture, provided that such provisions shall
      (in any event) cover unpaid interest on the Senior Subordinated Notes
      which accrues through the date of the consummation of the Exchange
      Transaction but which becomes payable after such date under (and pursuant
      to the terms of) the documentation governing such Indebtedness), (f) such
      Indebtedness has terms and conditions (including, without limitation, with
      respect to the amortization schedules, redemption provisions, maturities,
      covenants, defaults and remedies), that are not, taken as a whole, less
      favorable in any material respect to Holdings and its Subsidiaries than
      those previously existing with respect to the Senior Subordinated Notes;
      provided that (i) the covenant applicable thereto limiting the incurrence
      of additional indebtedness by QDI LLC and its Subsidiaries may provide
      that any indebtedness incurred in reliance on the achievement of a
      consolidated fix charge coverage ratio may be limited to indebtedness that
      is pari passu with, or subordinated in right of payment to, the Senior
      Subordinated Secured Notes and (ii) terms and conditions of such
      Indebtedness specifically required (or expressly permitted) pursuant to
      immediately preceding clause (i) of this proviso or the other subclauses
      of this definition shall not be taken into account in making any
      determination pursuant to this clause (f), and (g) unless such
      Indebtedness is issued pursuant to the Alternative Senior Subordinated
      Notes Exchange Transaction, all other terms and conditions of such
      Indebtedness (including, without limitation, with respect to amortization,
      redemption provisions, voting rights, maturities, covenants, defaults and
      remedies) conform in all material respects with the terms and conditions
      for the "New Notes" set forth in the "Description of the New Notes"
      included in the Exchange Transaction Offering Memorandum, as such
      Indebtedness may be amended, modified or supplemented from time to time in
      accordance with the terms hereof and thereof. As used herein, the term
      "Senior Subordinated Secured Notes" shall also include any Permanent
      Exchange Senior Subordinated Secured Notes issued pursuant to the Senior
      Subordinated Secured Notes Indenture in exchange for theretofore
      outstanding Senior Subordinated Secured Notes as contemplated by the
      definition of Permanent Exchange Senior Subordinated Secured Notes. The
      issuance of Senior Subordinated Secured Notes shall be deemed to be a
      representation and warranty by QDI LLC that all conditions thereto have
      been satisfied in all material respects and that same is permitted in
      accordance with the terms of this Agreement, which representation and
      warranty shall be deemed to be a representation and warranty for all
      purposes hereunder, including, without limitation, Sections 6 and 10.

            "Senior Subordinated Secured Notes Documents" shall mean the Senior
      Subordinated Secured Notes Indenture, the Senior Subordinated Secured
      Notes and each


                                      -55-
<PAGE>
      other agreement, document or instrument relating to the issuance of the
      Senior Subordinated Secured Notes, in each case as the same may be
      amended, modified or supplemented from time to time in accordance with the
      terms hereof and thereof.

            "Senior Subordinated Secured Notes Indenture" shall mean any
      indenture or similar agreement entered into in connection with the
      issuance of Senior Subordinated Secured Notes, as the same may be amended,
      modified or supplemented from time to time in accordance with the terms
      hereof and thereof.

            "Special Exchange Warrants" shall mean warrants issued by Holdings
      to holders of Senior Subordinated Notes in connection with the Minimum
      Senior Subordinated Notes Exchange Transaction, the Maximum Senior
      Subordinated Notes Exchange Transaction or an Alternative Senior
      Subordinated Notes Transaction, entitling each holder of $1000 principal
      amount of Senior Subordinated Notes to purchase 1.59 shares of Holdings
      Common Stock (or such different amount of shares as may be reasonably
      acceptable to the Administrative Agent) (as such number of shares may be
      adjusted after the consummation of the Exchange Transaction pursuant to
      applicable anti-dilution provisions).

            "Subsidiaries Guaranty" shall mean and include the U.S. Subsidiaries
      Guaranty and, on and after the execution and delivery thereof, the
      Canadian Subsidiaries Guaranty, the Mexican Subsidiaries Guaranty and each
      other Additional Foreign Subsidiaries Guaranty.

            "Subsidiary Guarantors" shall mean and include each U.S. Subsidiary
      Guarantor, each Canadian Subsidiary Guarantor, each Mexican Subsidiary
      Guarantor and each Additional Foreign Subsidiary Guarantor.

            "Tranche D Term Loan Exchange" shall mean (i) (x) in the event same
      is to be issued in connection with the Maximum Senior Subordinated Notes
      Exchange Transaction, the issuance by Holdings on the date of the
      consummation of the Maximum Senior Subordinated Notes Exchange Transaction
      of shares of PIK Preferred Stock with an aggregate liquidation preference
      of $10,000,000 (as of the date of issuance thereof), generating Net Cash
      Proceeds of $10,000,000 or (y) in the event same is to be issued in
      connection with the Alternative Senior Subordinated Notes Exchange
      Transaction, the issuance by Holdings on the date of the consummation of
      the Alternative Senior Subordinated Notes Exchange Transaction of shares
      of PIK Preferred Stock with an aggregate liquidation preference of up to
      $15,000,000 (as of the date of issuance thereof), generating Net Cash
      Proceeds in a like amount, (ii) the contribution by Holdings of the full
      amount of such Net Cash Proceeds as a cash common equity contribution to
      QDI LLC and (iii) the repayment by QDI LLC (as the U.S. Borrower after
      giving effect to the Assignment, Assumption and Contribution) of Tranche D
      Obligations on such date with the full amount of the proceeds of such
      contribution in accordance with the requirements of Sections 4.02(d) and
      (h).

            "Tranche D Term Loan Exchange Documents" shall mean the agreements,


                                      -56-
<PAGE>
      documents and instruments entered into in connection with the Tranche D
      Term Loan Exchange.

            "U.S. Borrower" shall mean (i) at all times on and after the Initial
      Borrowing Date and prior to the Qualified Exchange Transaction Date,
      Holdings, and (ii) at all times on and after the Qualified Exchange
      Transaction Date, QDI LLC.

            "U.S. Subsidiary Guarantor" shall mean each Wholly-Owned Domestic
      Subsidiary of Holdings (other than the U.S. Borrower (if not Holdings))
      that is or becomes a party to the U.S. Subsidiaries Guaranty.

            128. Section 12.01 of the Credit Agreement is hereby amended by
deleting each reference to the text "Borrower" appearing in the penultimate and
last sentences of said Section and inserting the text "Credit Agreement Party"
in lieu thereof.

            129. Section 12.03 of the Credit Agreement is hereby amended by (i)
deleting the text "made by the Borrowers" appearing in said Section and
inserting the text "made by any Credit Agreement Party" in lieu thereof and (ii)
deleting each reference to the text "any Borrower" appearing in said Section and
inserting the text "any Credit Agreement Party" in lieu thereof.

            130. Section 12.06 of the Credit Agreement is hereby amended by
deleting each reference to the text "Borrower" appearing in said Section and
inserting the text "Credit Agreement Party" in lieu thereof.

            131. Sections 12.07 and 12.08 of the Credit Agreement are hereby
amended by deleting each reference to the text "the U.S. Borrower" appearing in
said Sections and inserting the text "Holdings" in lieu thereof.

            132. Sections 13.01 and 13.02 of the Credit Agreement are hereby
amended by (i) in the case of Section 13.01, deleting the text "The U.S.
Borrower agrees" appearing in said Section and inserting the text "The Credit
Agreement Parties jointly and severally agree" in lieu thereof and (ii) after
giving effect to the amendment described in preceding clause (i), deleting each
reference to the text "the U.S. Borrower" appearing in said Sections and
inserting the text "Holdings" in lieu thereof.

            133. Section 13.04(a) of the Credit Agreement is hereby amended by
deleting each reference to the text "Borrower" appearing in said Section and
inserting the text "Credit Agreement Party" in lieu thereof.

            134. Section 13.07(a) of the Credit Agreement is hereby amended by
deleting each reference to the text "the U.S. Borrower" appearing in said
Section and inserting the text "Holdings" in lieu thereof.

            135. Section 13.07 of the Credit Agreement is hereby amended by
inserting the following new clause (e) at the end of said Section.


                                      -57-
<PAGE>
            "(e) Notwithstanding anything herein to the contrary, for all
      purposes hereunder (including, without limitation, for purposes of
      Sections 4.02, 8.14, 9.04, 9.06, 9.09, 9.10, 9.12, and the definitions of
      Adjusted Senior Leverage Ratio, Adjusted Total Leverage Ratio and
      Qualified Exchange Transaction), the amount of Indebtedness, Consolidated
      Debt and Consolidated Senior Debt represented by the Senior Secured Notes,
      the Senior Subordinated Secured Notes and Holdings PIK Notes shall be the
      principal amount thereof, notwithstanding that under GAAP the "carrying
      value" required to be shown on a balance sheet may be in excess of the
      principal amount thereof.".

            136. Section 13.08(a) of the Credit Agreement is hereby amended by
deleting each reference to the term "Borrower" appearing in said Section and
inserting the text "Credit Agreement Party" in lieu thereof.

            137. Sections 13.08(b) and 13.09 of the Credit Agreement are hereby
amended by deleting each reference to the text "Borrower" appearing in said
Sections and inserting the text "Credit Agreement Party" in lieu thereof.

            138. Section 13.15(a) of the Credit Agreement is hereby amended by
deleting each reference to the text "the U.S. Borrower" appearing in said
Section and inserting the text "Holdings" in lieu thereof.

            139. Section 13.15(b) of the Credit Agreement is hereby amended by
deleting each reference to the text "Borrower" appearing in said Section and
inserting the text "Credit Agreement Party" in lieu thereof.

            140. Section 13.19 of the Credit Agreement is hereby amended by (i)
inserting the following new clause (f) immediately after clause (e) appearing in
said Section:

            "(f) Certain Other Security Documents. All actions with respect to
      Security Documents and amendments thereto which would otherwise required
      to be taken on the date of the consummation of the Exchange Transaction
      pursuant to Section 8.20(b)(iii) in the absence of this Section 13.19(f)
      shall not be required to be taken until 15 days following the date of the
      consummation of the Exchange Transaction (or such later date (not to
      exceed 45 days following the date of the consummation of the Exchange
      Transaction) acceptable to the Administrative Agent).

and (ii) inserting the text "or the date of the consummation of the Exchange
Transaction, as the case may be" immediately after the text "Restatement
Effective Date" appearing in the last paragraph of said Section.

            141. Section 13.21(a) of the Credit Agreement is hereby amended by
deleting said Section in its entirety and inserting the following new Section
13.21(a) in lieu thereof:

            "(a) The parties hereto acknowledge and agree that notwithstanding
      anything to the contrary in this Agreement (i) the Obligations of the U.S.
      Borrower and of Holdings (if not the U.S. Borrower) under this Agreement
      are solely those of the U.S. Borrower or Holdings (if not the U.S.
      Borrower), as the case may be, and not the Canadian Borrower


                                      -58-
<PAGE>
      (which shall have no liability therefor), except that the Canadian
      Borrower shall be liable under the Canadian Borrower's Guaranty, as, and
      to the extent, provided therein, (ii) none of the provisions of this
      Agreement or any other Credit Document are intended to result in the
      Canadian Borrower furnishing any form of "financial assistance" within the
      meaning of Section 123.66 of the Companies Act (Quebec) (including,
      without limitation, the granting of security) to the U.S. Borrower and/or
      to Holdings (if not the U.S. Borrower), (iii) any indemnities or other
      amounts owing under Section 13.01 for which the Credit Agreement Parties
      may be deemed to be jointly and severally liable shall instead constitute
      the joint and several obligations of the U.S. Borrower and of Holdings (if
      not the U.S. Borrower) only and shall not be obligations of the Canadian
      Borrower under this Agreement (although the Canadian Borrower shall remain
      liable under the Canadian Borrower's Guaranty as, and to the extent,
      provided therein) and (iv) under no circumstances shall the Canadian
      Borrower be required by the terms of this Agreement, any other Credit
      Document or any Interest Rate Protection Agreement or Other Hedging
      Agreement the obligations under which are secured by any Security Document
      to provide "financial assistance" to the U.S. Borrower and/or Holdings (if
      not the U.S. Borrower) (as such term may be interpreted by a court of
      competent jurisdiction in Quebec in considering the application of Section
      123.66 of the Companies Act (Quebec)).".

            142. Section 13.23 of the Credit Agreement is hereby amended by
inserting the text "(until the indefeasable repayment in full of all outstanding
Senior Subordinated Notes)" immediately after the text "were incurred (or will"
appearing in clause (i) of said Section.

            143. Section 13 of the Credit Agreement is hereby further amended by
inserting the following new Sections 13.24 and 13.25 at the end of said Section:

            "13.24 Special Provisions Regarding Pledges of Equity Interests in,
      and Promissory Notes Owed by, Persons Not Organized in Qualified
      Jurisdictions. The parties hereto acknowledge and agree that the
      provisions of the various Security Documents executed and delivered by the
      Credit Parties require that, among other things, all promissory notes
      executed by, and equity interests in, various Persons owned by the
      respective Credit Party be pledged, and delivered for pledge, pursuant to
      the Security Documents. The parties hereto further acknowledge and agree
      that each Credit Party shall be required to take all actions under the
      laws of the jurisdiction in which such Credit Party is organized as may be
      reasonably required to create and perfect all security interests granted
      pursuant to the various Security Documents and to take all actions under
      the laws of each Qualified Jurisdiction as may be reasonably required to
      perfect the security interests in the equity interests of, and promissory
      notes issued by, any Person organized under the laws of a Qualified
      Jurisdiction (in each case, to the extent said equity interests or
      promissory notes are owned by any Credit Party). Except as provided in the
      immediately preceding sentence, to the extent any Security Document
      requires or provides for the pledge of promissory notes issued by, or
      equity interests in, any Person organized under the laws of a
      Non-Qualified Jurisdiction, it is acknowledged that, as of the Fifth
      Amendment Effective Date, no actions have been required to be taken to
      perfect, under local law of the jurisdiction of the Person who issued the
      respective promissory notes or whose equity interests are pledged, under
      the Security Documents. The Borrowers hereby


                                      -59-
<PAGE>
      agree that, following any request by the Administrative Agent or Required
      Banks to do so, each Borrower shall, and shall cause its Subsidiaries to,
      take such actions (including, without limitation, the execution of
      Additional Security Documents, the making of any filings and the delivery
      of appropriate legal opinions) under the local law of any jurisdiction
      with respect to which such actions have not already been taken as are
      reasonably determined by the Administrative Agent or Required Banks to be
      necessary or desirable in order to fully perfect, preserve or protect the
      security interests granted pursuant to the various Security Documents
      under the laws of such jurisdictions. If requested to do so pursuant to
      this Section 13.24, all such actions shall be taken in accordance with the
      provisions of this Section 13.24 and Section 8.11 and within the time
      periods set forth therein (or such longer periods as the Collateral Agent
      may agree in any given case). All conditions and representations contained
      in this Agreement and the other Credit Documents shall be deemed modified
      to the extent necessary to effect the foregoing and so that same are not
      violated by reason of the failure to take actions under local law (but
      only with respect to equity interests in, and promissory notes issued by,
      Persons organized under laws of Non-Qualified Jurisdictions) not required
      to be taken in accordance with the provisions of this Section 13.24,
      provided that to the extent any representation or warranty would not be
      true because the foregoing actions were not taken, the respective
      representation of warranties shall be required to be true and correct in
      all material respects at such time as the respective action is required to
      be taken in accordance with the foregoing provisions of this Section 13.24
      or pursuant to Section 8.11.

            13.25 Acknowledgements Regarding Collateral Bonds. For greater
      certainty, and without limiting the powers of the Collateral Agent
      hereunder or under any of the other Credit Documents, it is hereby
      acknowledged and agreed that each Credit Party and each of their
      respective Subsidiaries may issue and pledge to the Collateral Agent, as
      security for any of their respective indebtedness and liabilities under
      any of the Credit Documents and any Interest Rate Protection Agreement or
      Other Hedging Agreement with a Bank and/or any of its affiliates to which
      any such Person is a party, bonds or debentures (any such bond or
      debenture so issued and pledged, individually, a "Collateral Bond" and,
      collectively, the "Collateral Bonds") secured by a hypothec charging any
      and all of their property and assets and granted pursuant to the laws of
      the Province of Quebec to a fonde de pouvoir (holder of the power of
      attorney) of the holder(s) of the related Collateral Bonds. In that
      respect, each Bank, for itself and for all present and future affiliates
      that may from time to time enter into any Interest Rate Protection
      Agreement or Other Hedging Agreement with any Credit Party and their
      respective successors and assigns (collectively, the "Secured Creditor
      Parties"), acknowledges and agrees that the Collateral Agent shall hold
      each of the Collateral Bonds so issued to it in pledge for its benefit and
      for the benefit of each of the Secured Creditor Parties, and to the full
      extent necessary, each Bank, acting in the aforesaid manner, hereby
      appoints the Collateral Agent for such purposes. Each assignee of any Bank
      and any other Secured Party Creditor shall be deemed to have confirmed and
      ratified the constitution of the Collateral Agent to act in the manner set
      out in this Section 13.25 upon becoming a Bank under this Credit Agreement
      or a party to such Interest Rate Protection Agreement or Other Hedging


                                      -60-
<PAGE>
      Agreement, as the case may be. Notwithstanding the provisions of Section
      32 of An Act Respecting the Special Powers of Legal Persons (Quebec), the
      fonde de pouvoir (person holding the power of attorney) of the holder(s)
      of any of the Collateral Bonds in whose favor a hypothec securing any such
      Collateral Bond is granted may (but need not) be the Collateral Agent to
      whom such Collateral Bond has been issued and pledged. Each Secured
      Creditor Party (by accepting the benefits of each Credit Document and each
      Interest Rate Protection Agreement and each Other Hedging Agreement with
      any Credit Party) and each Credit Agreement Party (for itself and its
      Subsidiaries) (i) acknowledges that each Collateral Bond constitutes a
      title of indebtedness, as such term is used in Article 2692 of the Civil
      Code of Quebec, as amended and (ii) authorizes the Collateral Agent to
      appoint, if requested by any Canadian Credit Party, another collateral
      agent (which shall be a financial institution or trust company
      incorporated under the laws of Canada or any province thereof) for
      purposes of holding any of the Collateral Bonds which may be issued by any
      Canadian Credit Party as contemplated above and of acting in respect of
      such Collateral Bond in any capacity that the Collateral Agent may act
      pursuant to this Section 13.25, all at the expense of the Canadian Credit
      Parties.".

            144. Section 15 of the Credit Agreement is hereby amended by
deleting each reference to "Secured Creditors" appearing therein and inserting
the text "Secured Bank Creditors" in lieu thereof.

            145. Sections 15.01, 15.10 and 15.11 of the Credit Agreement are
hereby amended by deleting each reference to the text "the U.S. Borrower"
appearing in said Sections and inserting the text "Holdings" in lieu thereof.

            146. Each reference to "either Borrower" appearing in Sections 15.02
and 15.03 of the Credit Agreement are hereby deleted and replaced with the term
"any Credit Agreement Party".

            147. Section 15.13 of the Credit Agreement is hereby amended by (i)
deleting the text "U.S. Subsidiary" in each instance it appears in said Section
and (ii) deleting the word "Guaranty" appearing in said Section and inserting
the word "Guaranties" in lieu thereof.

            148. The Credit Agreement is hereby further amended by inserting the
following new Section 16 immediately after Section 15.14 of the Credit
Agreement:

            "SECTION 16.  Holdings Guaranty.

            16.01 Holdings Guaranty. In order to induce the Banks to enter into
      this Agreement and to extend credit hereunder and in recognition of the
      direct benefits to be received by Holdings from the proceeds of the Loans
      and the issuance of the Letters of Credit, Holdings hereby agrees with the
      Banks as follows: Holdings 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 to the Guaranteed Creditors.
      If any or all of the Guaranteed Obligations to the Guaranteed Creditors
      becomes due and payable


                                      -61-
<PAGE>
      hereunder, Holdings unconditionally promises to pay such indebtedness to
      the Guaranteed Creditors, or order, on demand, together with any and all
      expenses which may be incurred by the Guaranteed Creditors in collecting
      any of the Guaranteed Obligations. This Holdings Guaranty is a continuing
      one and all liabilities to which it applies or may apply under the terms
      hereof shall be conclusively presumed to have been created in reliance
      hereon. 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 the Borrowers),
      then and in such event Holdings agrees that any such judgment, decree,
      order, settlement or compromise shall be binding upon Holdings,
      notwithstanding any revocation of this Holdings Guaranty or any other
      instrument evidencing any liability of any Borrower, and Holdings 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.

            16.02 Bankruptcy. Additionally, Holdings unconditionally and
      irrevocably guarantees the payment of any and all of the Guaranteed
      Obligations to the Guaranteed Creditors whether or not due or payable by
      any Borrower upon the occurrence of any of the events specified in Section
      10.05, and unconditionally promises to pay such indebtedness to the
      Guaranteed Creditors, or order, on demand.

            16.03 Nature of Liability. The liability of Holdings hereunder is
      exclusive and independent of any security for or other guaranty of the
      Guaranteed Obligations whether executed by Holdings, any other guarantor
      or by any other party, and the liability of Holdings 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, 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 the Guaranteed Creditors 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 Holdings
      waives any right to the deferral or modification of its obligations
      hereunder by reason of any such proceeding.

            16.04 Independent Obligation. No invalidity, irregularity or
      unenforceability of all or any part of the Guaranteed Obligations or of
      any security therefor shall affect, impair or be a defense to this
      Holdings Guaranty, and this Holdings Guaranty shall be primary, absolute
      and unconditional notwithstanding the occurrence of any event or the
      existence of any other circumstances which might constitute a legal or
      equitable discharge of a surety or guarantor except payment in full of the
      Guaranteed Obligations. The obligations of Holdings hereunder are
      independent of the obligations of any Borrower, any other guarantor or any
      other Person, and a separate action or actions may be brought and


                                      -62-
<PAGE>
      prosecuted against Holdings whether or not action is brought against any
      Borrower, any other guarantor or any other Person and whether or not any
      Borrower, any other guarantor or any other Person be joined in any such
      action or actions. Holdings 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 Holdings.

            16.05 Authorization. Holdings 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 this Holdings
      Guaranty 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 endorsers, guarantors,
      Borrowers 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 such Borrower remain
      unpaid;

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


                                      -63-
<PAGE>
            (h) take any other action which would, under otherwise applicable
      principles of common law, give rise to a legal or equitable discharge of
      Holdings from its liabilities under this Holdings Guaranty.

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

            16.07 Subordination. Any of the indebtedness of any Borrower now or
      hereafter owing to Holdings is hereby subordinated to the Guaranteed
      Obligations of such Borrower owing to the Guaranteed Creditors; and if the
      Administrative Agent so requests at a time when an Event of Default
      exists, all such indebtedness of such Borrower to Holdings shall be
      collected, enforced and received by Holdings for the benefit of the
      Guaranteed Creditors and be paid over to the Administrative 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 Holdings under the
      other provisions of this Holdings Guaranty. Prior to the transfer by
      Holdings of any note or negotiable instrument evidencing any of the
      indebtedness of any Borrower to Holdings, Holdings 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, Holdings
      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 Holdings Guaranty (whether contractual, under Section 509 of the
      Bankruptcy Code or otherwise) until all Guaranteed Obligations have been
      irrevocably paid in full in cash.

            16.08 Waiver. (a) Holdings 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.
      Holdings 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
      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 the Administrative Agent, the Collateral 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 Holdings hereunder except to the extent the
      Guaranteed Obligations have been paid. Holdings waives any defense arising
      out of any such election by the Guaranteed Creditors, even though such
      election operates to


                                      -64-
<PAGE>
      impair or extinguish any right of reimbursement or subrogation or other
      right or remedy of Holdings against any Borrower or any other party or any
      security.

            (b) Holdings 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 Holdings Guaranty, and notices of the existence,
      creation or incurring of new or additional Guaranteed Obligations.
      Holdings 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 Holdings
      assumes and incurs hereunder, and agrees that the Guaranteed Creditors
      shall have no duty to advise Holdings of information known to them
      regarding such circumstances or risks.
            (c) Until such time as the Guaranteed Obligations have been paid in
      full in cash or Cash Equivalents, Holdings hereby waives all rights of
      subrogation which it may at any time otherwise have as a result of this
      Holdings Guaranty (whether contractual, under Section 509 of the
      Bankruptcy Code, or otherwise) to the claims of the Guaranteed Creditors
      against any Borrower or any other guarantor of the Guaranteed Obligations
      and all contractual, statutory or common law rights of reimbursement,
      contribution or indemnity from any Borrower or any other guarantor which
      it may at any time otherwise have as a result of this Holdings Guaranty.

            (d) Holdings warrants and agrees that each of the waivers set forth
      above is made with full knowledge of its significance and consequences and
      that if any of such waivers are determined to be contrary to any
      applicable law of public policy, such waivers shall be effective only to
      the maximum extent permitted by law.

            16.09 Payment. All payments made by Holdings pursuant to this
      Section 16 shall be made in the respective Applicable Currency in which
      the Guaranteed Obligations are then due and payable (giving effect, in the
      circumstances contemplated by Section 1.15, to any conversion occurring
      pursuant thereto). All payments made by Holdings pursuant to this Section
      16 will be made without setoff, counterclaim or other defense, and shall
      be subject to the provisions of Sections 4.03 and 4.04.

            16.10 Effectiveness. Notwithstanding the foregoing, this Section 16
      shall become effective (and thereafter be effective at all times) on and
      after the consummation of the Exchange Transaction (unless the Exchange
      Transaction takes the form of the Minority Noteholders Senior Subordinated
      Notes Exchange Transaction), it being understood and agreed, however, that
      the term Exchange Transaction as used in this Section 16.10 shall include
      any such Exchange Transaction described even if same is consummated other
      than in accordance with the precise requirements of this Agreement.

            149. The Credit Agreement is hereby further amended by adding
thereto Exhibits G-1-A, G-2-A, G-3-A, G-4, H-1-A, H-2-A, H-3-A, H-4, I-1-A,
I-2-A, I-3, I-4, O-1 and


                                      -65-
<PAGE>
P in the forms attached hereto as Exhibits G-1-A, G-2-A, G-3-A, G-4, H-1-A,
H-2-A, H-3-A, H-4, I-1-A, I-2-A, I-3, I-4, O-1 and P, respectively.

            150. The Banks hereby agree that upon the occurrence of the Exchange
Transaction (so long as the Minimum Senior Subordinated Notes Exchange Condition
is satisfied in connection therewith), the Collateral Agent, the Administrative
Agent, Holdings and the U.S. Borrower shall be permitted (and are hereby
authorized) to enter into an Assignment, Assumption and Contribution Agreement
in the form of Exhibit P to the Credit Agreement.

            151. The Banks hereby agree that upon the occurrence of the Exchange
Transaction, the Collateral Agent, the Administrative Agent, the Borrowers, the
Subsidiary Guarantors, the Mexican Subsidiary and/or the Apollo Obligors, as
applicable, shall be permitted (and are hereby authorized) to enter into (i) an
amendment and restatement of the U.S. Pledge Agreement substantially in the form
of Exhibit G-1-A hereto (with appropriate insertions and deletions), (ii) an
amendment and restatement of the Quebec Pledge Agreement substantially in the
form of Exhibit G-2-A hereto (with appropriate insertions and deletions), (iii)
if the Canadian Pledge Agreement shall have been entered into on or prior to the
Exchange Transaction, an amendment and restatement of the Canadian Pledge
Agreement substantially in the form of Exhibit G-3-A hereto (with appropriate
insertions and deletions), (iv) Mexican Local Law Pledge Agreement substantially
in the form of Exhibit G-4 (with appropriate insertions and deletions), (v) an
amendment and restatement of the U.S. Security Agreement substantially in the
form of Exhibit H-1-A hereto (with appropriate insertions and deletions), (vi)
amendments and restatements of the Canadian Security Agreements substantially in
the form of Exhibit H-2-A hereto (with appropriate insertions and deletions),
(vii) amendments and restatements of the Canadian Movable Hypothecs
substantially in the form of Exhibit H-3-A hereto (with appropriate insertions
and deletions), (viii) the Mexican Security Agreement substantially in the form
of Exhibit H-4 (with appropriate insertions and deletions), (ix) an amendment to
Exhibit I-1 to the Credit Agreement (U.S. Subsidiaries Guaranties) substantially
in the form of Exhibit I-1-A hereto (with appropriate insertions and deletions),
(x) an amendment and restatement of the Canadian Subsidiaries Guaranty
substantially in the form of Exhibit I-2-A hereto (with appropriate insertions
and deletions), (xi) the Canadian Borrower's Guaranty substantially in the form
of Exhibit I-3 (with appropriate insertions and deletions), (xii) Mexican
Subsidiaries Guaranty substantially in the form of Exhibit I-4 (with appropriate
insertions and deletions), (xiii) an amendment to the Put and Call Agreement
substantially in the form of Exhibit O-1 hereto (with appropriate insertions and
deletions) and (xiv) such amendments to the Mortgages as they deem necessary and
desirable in light of the Exchange Transaction so long as such amendments are
consistent with the amendments described in clause (v) hereof. In the event that
any Exhibit referred to above in this Section 151 is not attached hereto, the
form of such Exhibit shall be required to be in form and substance satisfactory
to the Administrative Agent and the Collateral Agent and consistent with the
requirements of the Exchange Transaction and the other transactions contemplated
by this Amendment.

            152. Exhibit A to the Credit Agreement is hereby amended by deleting
the first paragraph of said Exhibit in its entirety and inserting the following
new paragraph (including any footnotes) in lieu thereof:


                                      -66-
<PAGE>
                  "The undersigned, [QUALITY DISTRIBUTION, INC. (f/k/a MTL,
      Inc.)](1) [QDI, LLC](2) [Levy Transport, Ltd.] (the "Borrower"), refers to
      the Credit Agreement, dated as of June 9, 1998 and amended and restated as
      of August 28, 1998 (as so amended and restated and as the same may be
      further amended, amended and restated, modified or supplemented from time
      to time, the "Credit Agreement", the terms defined therein being used
      herein as therein defined), among [Quality Distribution, Inc. (f/k/a MTL,
      Inc.),](3) [QDI, LLC,](4) [Levy Transport Ltd./Levy Transport Ltee,] the
      Borrower, certain financial institutions from time to time party thereto
      (the "Banks"), ABN AMRO Bank N.V., The Bank of Nova Scotia, BHF-Bank
      Aktiengesellschaft, Creditanstalt Corporate Finance, Inc., Royal Bank of
      Canada and TransAmerica Business Credit Corporation, as Co-Agents, Salomon
      Brothers Holding Company Inc, as Documentation Agent, Bankers Trust
      Company, as Syndication Agent, and you, as Administrative Agent for such
      Banks, and hereby gives you notice, irrevocably, pursuant to Section
      1.03(a) of the Credit Agreement, that the undersigned hereby requests a
      Borrowing under the Credit Agreement, and in that connection sets forth
      below the information relating to such Borrowing (the "Proposed
      Borrowing") as required by Section 1.03(a) of the Credit Agreement:".

            153. Exhibits B-1, B-2, B-3, B-4, and B-6 of the Credit Agreement
are hereby amended by (A) deleting the text "FOR VALUE RECEIVED, MTL, INC., a
Florida corporation (the "U.S. Borrower")" appearing in the first paragraph of
each said Exhibit and inserting the text (including the related footnotes) "FOR
VALUE RECEIVED, [QUALITY DISTRIBUTION, INC. (f/k/a MTL, Inc.), a Florida
corporation](5) [QDI, LLC, a Delaware limited liability company](6) (the "U.S.
Borrower")" in lieu thereof, (B) deleting the text "among the U.S. Borrower,
Levy Transport Ltd./Levy Transport Ltee" appearing in the third paragraph of
each such Exhibit and inserting the text (including the related footnotes)
"among [QUALITY DISTRIBUTION, INC. (f/k/a MTL, Inc.),](7) the U.S. Borrower,
Levy Transport Ltd./Levy Transport Ltee" in lieu thereof and (C) deleting the
text "MTL, INC." appearing in the signature block of each said Exhibit and
inserting the text (including the related footnotes) "[QUALITY

----------
(1)   Bracketed text to be deleted on and after the Qualified Exchange
      Transaction Date.

(2)   Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(3)   Brackets to be included at all times on and after the Qualified Exchange
      Transaction Date and when relevant, prior thereto.

(4)   Bracketed text to be included (when relevant) on and after the Qualified
      Exchange Transaction Date.

(5)   Bracketed text to be deleted on and after the Qualified Exchange
      Transaction Date.

(6)   Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(7)   Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

                                      -67-
<PAGE>
DISTRIBUTION, INC. (f/k/a MTL, Inc.)](8) [QDI, LLC](9)" in lieu thereof.

            154. Exhibit B-5 of the Credit Agreement is hereby amended by
deleting the text "among MTL, Inc., the Canadian Borrower" appearing in the
third paragraph in said Exhibit and inserting the text (including the related
footnote) "among Quality Distribution, Inc. (f/k/a MTL, Inc.), [QDI, LLC,](10)
the Canadian Borrower" in lieu thereof.

            155. Exhibit B-7 of the Credit Agreement is hereby amended by
deleting the text "among MTL, Inc., the Canadian Borrower" appearing in the
second paragraph in said Exhibit and inserting the text (including the related
footnote) "among Quality Distribution, Inc. (f/k/a MTL, Inc.), [QDI, LLC, ](11)
the Canadian Borrower" in lieu thereof.

            156. Exhibit B-8 of the Credit Agreement are hereby amended by (A)
deleting the text "FOR VALUE RECEIVED, QUALITY DISTRIBUTION, INC. (f/k/a MTL,
Inc.), a Florida corporation (the "U.S. Borrower")" appearing in the first
paragraph of said Exhibit and inserting the text (including the related
footnotes) "FOR VALUE RECEIVED, [QUALITY DISTRIBUTION, INC. (f/k/a MTL,
Inc.)](12) [QDI, LLC, a Delaware limited liability company](13) (the "U.S.
Borrower")" in lieu thereof, (B) deleting the text "among the U.S. Borrower,
Levy Transport Ltd./Levy Transport Ltee" appearing in the third paragraph in
said Exhibit and inserting the text (including the related footnote) "among
[Quality Distribution, Inc. (f/k/a MTL, Inc.),](14) the U.S. Borrower, Levy
Transport Ltd./Levy Transport Ltee" in lieu thereof and (C) deleting the text
"QUALITY DISTRIBUTION, INC. (f/k/a/ MTL, Inc.)" appearing in the signature block
of said Exhibit and inserting the text (including the related footnotes)
"[QUALITY DISTRIBUTION, INC. (f/k/a/ MTL, Inc.)](15) [QDI, LLC](16)" in lieu
thereof.

            157. Exhibit C of the Credit Agreement is hereby amended by (A)
deleting the text "among MTL, Inc. (the "U.S. Borrower")" appearing in the
addressee block of said Exhibit

----------
(8)   Bracketed text to be deleted on and after the Qualified Exchange
      Transaction Date.

(9)   Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(10)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(11)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(12)  Bracketed text to be deleted on and after the Qualified Exchange
      Transaction Date.

(13)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(14)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(15)  Bracketed text to be deleted on and after the Qualified Exchange
      Transaction Date.

(16)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

                                      -68-
<PAGE>
and inserting the text (including the related footnote) "among Quality
Distribution, Inc. (f/k/a MTL, Inc.) [, QDI, LLC](17) (the "U.S. Borrower")" in
lieu thereof and (B) deleting the text "MTL, INC." appearing in the signature
block of said Exhibit and inserting the text (including the related footnotes)
"[QUALITY DISTRIBUTION, INC. (f/k/a MTL, Inc.)](18) [QDI, LLC](19)" in lieu
thereof.

            158. Exhibit D of the Credit Agreement is hereby amended by deleting
the text "among MTL, Inc." appearing in said Exhibit and inserting the text
(including the related footnote) "among Quality Distribution, Inc. (f/k/a MTL,
Inc.), [QDI, LLC,](20)" in lieu thereof.

            159. Sections 1 and 2 of Annex I to Exhibit L to the Credit
Agreement are hereby amended by deleting said sections in their entirety and
inserting the following new sections 1 and 2 in lieu thereof (including the
related footnotes):

      "1.  The Borrowers:     [Quality Distribution, Inc. (f/k/a MTL, Inc.)](21)
                              [QDI, LLC](22) (the "U.S. Borrower") and Levy
                              Transport Ltd./Levy Transport Ltee (the
                              "Canadian Borrower" and, together with the U.S.
                              Borrower, the "Borrowers")

       2.  Name and Date of Credit Agreement:

                  Credit Agreement, dated as of June 9, 1998 and amended and
      restated as of August 28, 1998, among [Quality Distribution, Inc. (f/k/a
      MTL, Inc.), ](23) the Borrowers, the Banks from time to time party
      thereto, ABN AMRO Bank N.V., The Bank of Nova Scotia, BHF-Bank
      Aktiengesellschaft, Creditanstalt Corporate Finance, Inc. and Royal Bank
      of Canada, as Co-Agents, Salomon Brothers Holding Company Inc, as
      Documentation Agent, Bankers Trust Company, as Syndication Agent, and
      Credit Suisse First Boston, as Administrative Agent, as so amended and
      restated and as the same may be further amended, restated, modified and/or
      supplemented from time to time.".

            160. Exhibit M of the Credit Agreement is hereby amended by deleting
the text

----------
(17)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(18)  Bracketed text to be deleted on and after the Qualified Exchange
      Transaction Date.

(19)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(20)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(21)  Bracketed text to be deleted on and after the Qualified Exchange
      Transaction Date.

(22)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(23)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

                                      -69-
<PAGE>
"among [MTL, Inc.,]" appearing in the third paragraph of said Exhibit and
inserting the text (including the related footnotes) "among [Quality
Distribution, Inc. (f/k/a MTL, Inc.), ](24) [QDI, LLC,](25)" in lieu thereof.

            161. Exhibit M of the Credit Agreement is hereby further amended by
deleting the definition of "Credit Agreement" contained in Section 1.07 of Annex
A to said Exhibit and inserting the following new definition in lieu thereof:

            ""Credit Agreement" shall mean the Credit Agreement, dated as of
      June 9, 1998 and amended and restated as of August 28, 1998, among Quality
      Distribution, Inc. (f/k/a MTL, Inc.) [, QDI, LLC](26) (the "U.S.
      Borrower"), Levy Transport Ltd./Levy Transport Ltee (the "Canadian
      Borrower" and, together with the U.S. Borrower, collectively, the
      "Borrowers"), various financial institutions from time to time party
      thereto (such financial institutions, together with their successors and
      assigns, and any lenders pursuant to any Credit Agreement referred to
      below, being herein collectively called the "Banks"), ABN AMRO Bank N.V.,
      The Bank of Nova Scotia, BHF-Bank Aktiengesellschaft, Creditanstalt
      Corporate Finance, Inc. and Royal Bank of Canada, as Co-Agents, Salomon
      Brothers Holding Company Inc, as Documentation Agent, Bankers Trust
      Company, as Syndication Agent, and Credit Suisse First Boston, as
      Administrative Agent, as the same may be further amended, modified,
      extended, renewed, restated, supplemented, restructured and/or refinanced
      from time to time, and including any agreement extending the maturity of,
      refinancing or restructuring (including, but not limited to, the inclusion
      of additional borrowers thereunder that are Subsidiaries of the U.S.
      Borrower or any increase in the amount borrowed) all or any portion of,
      the indebtedness under such agreement or any successor agreements;
      provided that, with respect to any agreement providing for the refinancing
      or replacement of indebtedness under the Credit Agreement, such agreement
      shall only be treated as, or as part of, the Credit Agreement hereunder if
      (i) either (A) all obligations under the Credit Agreement being refinanced
      or replaced shall be paid in full at the time of such refinancing or
      replacement, and all commitments and letters of credit issued pursuant to
      the refinanced or replaced Credit Agreement shall have terminated in
      accordance with their terms or (B) the Required Banks shall have consented
      in writing to the refinancing or replacement indebtedness being treated as
      indebtedness pursuant to the Credit Agreement, (ii) the refinancing or
      replacement indebtedness shall be permitted to be incurred under the
      Credit Agreement being refinanced or replaced (if such Credit Agreement is
      to remain outstanding) and the other Credit Documents then in effect and
      under the Senior [Subordinated] Secured Notes Documents referred to below
      (if the Senior [Subordinated] Secured Notes remain outstanding) and (iii)
      a notice to the effect

----------
(24)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(25)  Bracketed text to be included (when relevant) on and after the Qualified
      Exchange Transaction Date.

(26)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.


                                      -70-
<PAGE>
      that the refinancing or replacement indebtedness shall be treated as
      issued under the Credit Agreement shall be delivered by the U.S. Borrower
      to the Administrative Agent) refinancing or restructuring (including, but
      not limited to, the inclusion of additional borrowers thereunder that are
      Subsidiaries of the U.S. Borrower or any increase in the amount borrowed)
      all or any portion of, the indebtedness under such agreement or any
      successor agreements; provided that with respect to any agreement
      providing for the refinancing of indebtedness under the Credit Agreement,
      such agreement shall only be treated as, or as part of, the Credit
      Agreement hereunder if (i) either (A) all obligations under the Credit
      Agreement being refinanced shall be paid in full at the time of such
      refinancing, and all commitments and letters of credit issued pursuant to
      the refinanced Credit Agreement shall have terminated in accordance with
      their terms or (B) the Required Banks shall have consented in writing to
      the refinancing indebtedness being treated, along with their indebtedness,
      as indebtedness pursuant to the Credit Agreement, (ii) the refinancing
      indebtedness shall be permitted to be incurred under the Credit Agreement
      being refinanced (if such Credit Agreement is to remain outstanding) and
      (iii) a notice to the effect that the refinancing indebtedness shall be
      treated as issued under the Credit Agreement shall be delivered by each
      Borrower to the Administrative Agent.".

            162. Exhibit N of the Credit Agreement is hereby amended by (A)
deleting the text "FOR VALUE RECEIVED, MTL, Inc., a Florida corporation (the
"Company")" appearing in the first paragraph of said Exhibit and inserting the
text "FOR VALUE RECEIVED, QUALITY DISTRIBUTION, INC. (f/k/a MTL, Inc.) (the
"Company")" in lieu thereof, (B) inserting the text (including the related
footnote) "[QDI LLC,](27)" immediately after the text "among the Company,"
appearing in the fourth paragraph of said Exhibit and (C) deleting the text
"MTL, INC." appearing in the signature block of said Exhibit and inserting the
text "QUALITY DISTRIBUTION, INC. (f/k/a/ MTL, Inc.)" in lieu thereof.

            163. Exhibit N of the Credit Agreement is hereby further amended by
inserting the text (including the related footnote) "[, QDI LLC](28)"
immediately after the text "among the Company" appearing in Section 1.07 of
Annex A to said Exhibit.

II.   Acknowledgments and Agreements by U.S. Subsidiary Guarantors.

            1. Each U.S. Subsidiary Guarantor hereby consents to the entering
into of this Amendment and agrees to the provisions herein (including Sections
149 and 151 of Part I hereof).

III.  Miscellaneous Provisions.

            1. In order to induce the Banks to enter into this Amendment, each
of the U.S. Borrower and the Canadian Borrower hereby represents and warrants
that:

----------
(27)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.

(28)  Bracketed text to be included on and after the Qualified Exchange
      Transaction Date.


                                      -71-
<PAGE>


                  (a) no Default or Event of Default exists as of the Fifth
         Amendment Effective Date, both immediately before and after giving
         effect to this Amendment; and

                  (b) all of the representations and warranties contained in the
         Credit Agreement or the other Credit Documents are true and correct in
         all material respects on the Fifth Amendment Effective Date both
         immediately before and after giving effect to this Amendment, with the
         same effect as though such representations and warranties had been made
         on and as of the Fifth Amendment Effective Date (it being understood
         that any representation or warranty made as of a specific date shall be
         true and correct in all material respects as of such specific date).

Upon the occurrence of the Fifth Amendment Effective Date, the Administrative
Agent shall give notice to the Banks of the occurrence of the same.

                  2. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.

                  3. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the U.S. Borrower and the Administrative
Agent.

                  4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

                  5. This Amendment shall become effective on the date (the
"Fifth Amendment Effective Date") when each of the following conditions shall
have been met to the satisfaction of the Administrative Agent and the Required
Banks:

                           (i) the Borrowers shall have paid to the
                  Administrative Agent and the Banks all fees, costs and
                  expenses (including, without limitation, legal fees and
                  expenses) payable to the Administrative Agent and the Banks to
                  the extent then due; and

                           (ii) the U.S. Borrower, the Canadian Borrower, each
                  U.S. Subsidiary Guarantor, the Administrative Agent, the Banks
                  constituting the Required Banks and the Majority Banks of each
                  Tranche of Loans shall have signed a counterpart hereof
                  (whether the same or different counterparts) and shall have
                  delivered (including by way of facsimile transmission) the
                  same to the Administrative Agent at its Notice Office.

                  6. So long as the Fifth Amendment Effective Date occurs, the
U.S. Borrower shall pay to each Bank which has executed a counterpart hereof on
or prior to 5:00 P.M. (New York time) on the later to occur of April 5, 2002 or
the Fifth Amendment Effective Date, a consent fee equal to 0.25% of the sum of
(x) its Revolving Loan Commitment as in effect on the Fifth Amendment Effective
Date and (y) the aggregate principal amount of its Term Loans


                                      -72-
<PAGE>

outstanding on the Fifth Amendment Effective Date. All fees payable pursuant to
the immediately preceding sentence shall be paid to the Administrative Agent
within one Business Day after the later date specified in the immediately
preceding sentence, which fees shall be distributed by the Administrative Agent
to the relevant Banks in the amounts specified in the immediately preceding
sentence.

                  7. From and after the Fifth Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.

                                      * * *


                                      -73-
<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.



                                   QUALITY DISTRIBUTION INC. (f/k/a MTL, Inc.)



                                   By: /s/ Thomas Finkbiner
                                      ---------------------------------------
                                       Title:  President and CEO



                                   LEVY TRANSPORT LTD./LEVY TRANSPORT LTEE



                                   By: /s/ Thomas Finkbiner
                                      ---------------------------------------
                                       Title:  President



                                   CREDIT SUISSE FIRST BOSTON,
                                       Individually and as Administrative Agent



                                   By: /s/ Robert Hetu
                                      ---------------------------------------
                                       Title:  Director



                                   By: /s/ Mark Heron
                                      ---------------------------------------
                                       Title:  Associate






<PAGE>






                                   BANKERS TRUST COMPANY,
                                   Individually and as Syndication Agent



                                   By:/s/ Marguerite Sutton
                                      ---------------------------------------
                                       Title:  Vice President





<PAGE>




                                   SALOMON BROTHERS HOLDING
                                      COMPANY INC., as a Lender



                                   By: /s/ F.R. Lowe
                                      ---------------------------------------
                                       Title: Attorney in Fact





<PAGE>




                                   THE BANK OF NOVA SCOTIA, as a Lender



                                   By: /s/ William J.G. Brown
                                      ---------------------------------------
                                       Title: Vice President





<PAGE>




                                   LASALLE BANK NATIONAL
                                    ASSOCIATION, as a Lender



                                   By: /s/ Michael J. Heenan
                                      ---------------------------------------
                                       Title: Corporate Banking Officer





<PAGE>




                                   PB CAPITAL CORPORATION, as a Lender



                                   By: /s/ Andrew L. Shipman
                                      ---------------------------------------
                                       Title: Associate



                                   By: /s/ Jeffrey Frost
                                      ---------------------------------------
                                       Title: Managing Director







<PAGE>




                                   COMERICA BANK, as a Lender



                                   By: /s/ Gerald R. Finney Jr.
                                      ---------------------------------------
                                       Title: Vice President





<PAGE>




                                   BANK OF TOKYO MITSUBISHI TRUST
                                      COMPANY, as a Lender



                                   By: /s/ Karen A. Brinkman
                                      ---------------------------------------
                                       Title: Vice President





<PAGE>




                                   ROYAL BANK OF CANADA, as a Lender



                                   By: /s/ Dustin Craven
                                      ---------------------------------------
                                       Title: Associate





<PAGE>




                                   BANK POLSKA KASA OPIEKI,
                                     SA, as a Lender



                                   By: /s/ William G. Reynolds.
                                      ---------------------------------------
                                       Title: Vice President





<PAGE>




                                   PRUDENTIAL INSURANCE COMPANY OF
                                     AMERICA, as a Lender



                                   By: /s/ B. Ross Smead
                                      ---------------------------------------
                                       Title: Senior Vice President





<PAGE>




                                   BALANCED HIGH-YIELD FUND II,
                                     as a Lender



                                   By: /s/ Kurt Wegleitner
                                      ---------------------------------------
                                       Title: Senior Vice President





<PAGE>




                                   MORGAN STANLEY PRIME INCOME
                                     TRUST, as a Lender



                                   By: /s/ Sheila A. Finnerty
                                      ---------------------------------------
                                       Title: Executive Director





<PAGE>




                                   AERIES FINANCE-II LTD, as a Lender
                                       By: INVESCO Senior Secured Management,
                                       Inc. As Sub-Managing Agent



                                   By: /s/ Gregory Stoeckle
                                      ---------------------------------------
                                       Title: Authorized Signatory





<PAGE>




                                   AIMCO CDO SERIES 2000-A, as a Lender



                                   By: /s/ Jerry D. Zinkula
                                      ---------------------------------------
                                       Title: Authorized Signatory



                                   By: /s/ Patricia W. Wilson
                                      ---------------------------------------
                                       Title: Authorized Signatory





<PAGE>




                                   ALL STATE LIFE INSURANCE COMPANY,
                                      as a Lender



                                   By: /s/ Jerry D. Zinkula
                                      ---------------------------------------
                                       Title: Authorized Signatory



                                   By: /s/ Patricia W. Wilson
                                      ---------------------------------------
                                       Title: Authorized Signatory





<PAGE>




                                   ARCHIMEDES FUNDING, LLC, as a Lender
                                       By: ING Capital Advisors LLC,
                                       as Collateral Manager



                                   By: /s/ Kurt Wegleitner
                                      ---------------------------------------
                                       Title: Senior Vice President





<PAGE>




                                   ARCHIMEDES FUNDING II, LLC, as a Lender
                                       By: ING Capital Advisors LLC, as
                                       Collateral Manager



                                   By: /s/ Kurt Wegleitner
                                      ---------------------------------------
                                       Title: Senior Vice President





<PAGE>




                                   ARCHIMEDES FUNDING III, LLC,
                                       as a Lender
                                       By: ING Capital Advisors LLC,
                                       as Collateral Manager



                                   By: /s/ Kurt Wegleitner
                                      ---------------------------------------
                                       Title: Senior Vice President





<PAGE>




                                   AVALON CAPITAL LTD. 2, as a Lender
                                       By: INVESCO Senior Secured
                                       Management, Inc. As Portfolio Advisor



                                   By: /s/ Gregory Stoeckle
                                      ---------------------------------------
                                       Title: Authorized Signatory





<PAGE>




                                   BRANT POINT CBO 1999-1 LTD,
                                       as Term Lender
                                       By: Sankaty Advisors Inc.,
                                       as Collateral Manager



                                   By: /s/ Diane J. Exter
                                      ---------------------------------------
                                       Title: Managing Director





<PAGE>




                                   BRANT POINT II CBO 2000-1 LTD,
                                       as Term Lender
                                       By: Sankaty Advisors Inc.,
                                       as Collateral Manager



                                   By: /s/ Diane J. Exter
                                      ---------------------------------------
                                       Title: Managing Director





<PAGE>




                                   CERES FINANCE LTD., as a Lender
                                       By: INVESCO Senior Secured
                                       Management, Inc. As
                                       Sub-Managing Agent



                                   By: /s/ Gregory Stoeckle
                                      ---------------------------------------
                                       Title: Authorized Signatory





<PAGE>




                                   ELC (CAYMAN) LTD., as a Lender
                                       By: Institutional Debt Management
                                       as Lender and Collateral Manager



                                   By: /s/ John W. Stelwagon
                                      ---------------------------------------
                                       Title: Managing Director







<PAGE>




                                   ELC (CAYMAN) LTD. CDO SERIES 1999-I,
                                       as a Lender
                                       By: Institutional Debt Management
                                       as Lender and Collateral Manager



                                   By: /s/ John W. Stelwagon
                                      ---------------------------------------
                                       Title: Managing Director







<PAGE>




                                   ELC (CAYMAN) LTD. 1999-II, as a Lender
                                       By: Institutional Debt Management
                                       as Lender and Collateral Manager



                                   By: /s/ John W. Stelwagon
                                      ---------------------------------------
                                       Title: Managing Director







<PAGE>




                                   ELC (CAYMAN) LTD. 1999-III, as a Lender
                                       By: Institutional Debt Management
                                       as Lender and Collateral Manager



                                   By: /s/ John W. Stelwagon
                                      ---------------------------------------
                                       Title: Managing Director







<PAGE>




                                   ELC (CAYMAN) LTD. 2000-I, as a Lender
                                       By: Institutional Debt Management
                                       as Lender and Collateral Manager



                                   By: /s/ John W. Stelwagon
                                      ---------------------------------------
                                       Title: Managing Director







<PAGE>




                                   APEX (IDM) CDO I, LTD., as a Lender
                                       By: Institutional Debt Management
                                       as Lender and Collateral Manager



                                   By: /s/ John W. Stelwagon
                                      ---------------------------------------
                                       Title: Managing Director







<PAGE>




                                   TRYON CLO 2000-I, as a Lender
                                       By: Institutional Debt Management
                                       as Lender and Collateral Manager



                                   By: /s/ John W. Stelwagon
                                      ---------------------------------------
                                       Title: Managing Director







<PAGE>




                                   GREAT POINT CLO 1999-1 LTD,
                                       as Term Lender
                                       By: Sankaty Advisors Inc.,
                                       as Collateral Manager



                                   By: /s/ Diane J. Exter
                                      ---------------------------------------
                                       Title: Managing Director





<PAGE>




                                   INDOSUEZ CAPITAL FUNDING IIA,
                                       LIMITED, as a Lender
                                       By: Indosuez Capital as
                                       Portfolio Advisor



                                   By: /s/ Andrew Brady
                                      ---------------------------------------
                                       Title: Vice President





<PAGE>




                                   INDOSUEZ CAPITAL FUNDING III,
                                       LIMITED, as a Lender
                                       By: Indosuez Capital as
                                       Portfolio Advisor



                                   By: /s/ Andrew Brady
                                      ---------------------------------------
                                       Title: Vice President





<PAGE>




                                   INDOSUEZ CAPITAL FUNDING IV,
                                       L.P., as a Lender
                                       By: RBC Leveraged Capital as
                                       Portfolio Advisor



                                   By: /s/ Melissa Marano
                                      ---------------------------------------
                                       Title: Director





<PAGE>




                                   KZH ING-2 LLC, as a Lender



                                   By: /s/ Susan Lee
                                      ---------------------------------------
                                       Title: Authorized Agent





<PAGE>




                                   KZH STERLING LLC, as a Lender



                                   By: /s/ Susan Lee
                                      ---------------------------------------
                                       Title: Authorized Agent





<PAGE>




                                   OASIS COLLATERALIZED HIGH INCOME
                                       PORTFOLIOS-I, LTD., as
                                       a Lender
                                       By: INVESCO Senior Secured
                                       Management, Inc. as Subadvisor



                                   By: /s/ Gregory Stoeckle
                                      ---------------------------------------
                                       Title: Authorized Signatory





<PAGE>




                                   SANKATY HIGH YIELD ASSET
                                   PARTNERS, L.P.,  as a Lender



                                   By: /s/ Diane J. Exter
                                      ---------------------------------------
                                       Title: Managing Director





<PAGE>




                                   SANKATY HIGH YIELD PARTNERS II, L.P.,
                                         as a Lender



                                   By: /s/ Diane J. Exter
                                      ---------------------------------------
                                       Title: Managing Director





<PAGE>




                                   SANKATY HIGH YIELD PARTNERS III, L.P.,
                                        as a Lender



                                   By: /s/ Diane J. Exter
                                      ---------------------------------------
                                       Title: Managing Director





<PAGE>




                                   SENIOR DEBT PORTFOLIO, as a Lender
                                       By: Boston Management &
                                       Research as Investment Advisor



                                   By: /s/ Payson F. Swaffield
                                      ---------------------------------------
                                       Title: Vice President





<PAGE>




                                   TEXTRON FINANCIAL CORPORATION,
                                       as a Lender



                                   By: /s/ Matthew J. Colgan
                                      ---------------------------------------
                                       Title: Director





<PAGE>




                                   TRANSAMERICA LIFE INSURANCE AND
                                       ANNUITY COMPANY, as a Lender



                                   By: /s/ John Bailey
                                      ---------------------------------------
                                       Title: Vice President





<PAGE>






                  Each of the undersigned, each being an Assignor under the U.S.
Security Agreement, a Pledgor under, and as defined in, the U.S. Pledge
Agreement and a U.S. Subsidiary Guarantor under, and as defined in, the Credit
Agreement referenced in the foregoing Fifth Amendment, hereby consents to the
entering into of the Fifth Amendment and agrees to the provisions thereof
(including Sections 149 and 151 of Part I thereof and Part II thereof).

                                AMERICAN TRANSINSURANCE GROUP, INC.
                                CAPACITY MANAGEMENT SYSTEMS, INC.
                                CHEMICAL LEAMAN CORPORATION
                                CHEMICAL LEAMAN TANK LINES, INC.
                                CHEMICAL PROPERTIES, INC.
                                CLM, INC.
                                CLT SERVICES, INC.
                                ENVIROPOWER, INC.
                                FLEET TRANSPORT COMPANY, INC.
                                LAKESHORE LEASING, INC.
                                LLI, INC.
                                MEXICO INVESTMENTS, INC.
                                PICKERING WAY FUNDING CORP.
                                POWER PURCHASING, INC.
                                QUALITY CARRIERS, INC.
                                QSI SERVICES, INC.


                                By /s/ Thomas Finkbiner
                                   ---------------------------------------
                                Title: President


                                QUALA SYSTEMS, INC.
                                TRANSPLASTICS, INC.


                                By /s/ Dennis Farnsworth
                                   ---------------------------------------
                                Title: Vice President/Treasurer


                                CLTL OF NEVADA
                                M T L OF NEVADA


                                By /s/ Leo Massey
                                   ---------------------------------------
                                Title:  President




<PAGE>

                               [FORMS OF EXHIBITS]