<PAGE>


                                                               (Execution Copy]


                                U.S. $420,000,000



                     AMENDED AND RESTATED CREDIT AGREEMENT,



                           dated as of August 5, 1999,


                                      among

                                   FRDK, INC.,

                                as the Borrower,



                           MOORE CORPORATION LIMITED,

                           as Parent and a Guarantor,



                       CERTAIN SUBSIDIARIES OF THE PARENT

                            as Subsidiary Guarantors,



                         CERTAIN FINANCIAL INSTITUTIONS,

                                 as the Lenders





                                       and





                            THE BANK OF NOVA SCOTIA,

                         as the Agent for the Lenders.









<PAGE>


                               TABLE OF CONTENTS


 SECTION                                                                    PAGE

 ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

 1.1. Defined Terms ........................................................  1
 1.2. Use of Defined Terms ................................................. 14
 1.3. Cross-References ..................................................... 14
 1.4. Accounting and Financial Determinations .............................. 14
 1.5. Types and Classes of Loans ........................................... 14

 ARTICLE II

                   COMMITMENTS, BORROWING PROCEDURES AND NOTES

 2.1. Commitments .......................................................... 14
 2.1.1. Commitment of Each Lender .......................................... 15
 2.1.2. Lenders Not Permitted or Required To Make Loans .................... 15
 2.2. Reduction of Commitment Amount ....................................... 15
 2.3. Borrowing Procedure .................................................. 15
 2.4. Continuation and Conversion Elections ................................ 15
 2.5. Funding .............................................................. 16
 2.6. Notes ................................................................ 16

 ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

 3.1. Repayments and Prepayments ........................................... 16
 3.2. Interest Provisions .................................................. 17
 3.2.1. Rates .............................................................. 17
 3.2.2. Post-Maturity Rate ................................................. 18
 3.2.3. Payment Dates ...................................................... 18
 3.2.4. Pro Rata Treatment ................................................. 18
 3.3. Fees ................................................................. 18
 3.3.1. Commitment Fee ..................................................... 18
 3.3.2. Other Fees ......................................................... 19

 ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

 4.1. LIBO Rate Lending Unlawful ........................................... 19
 4.2. Deposits Unavailable ................................................. 19
 4.3. Increased LIBO Rate Loan Costs, etc .................................. 19
 4.4. Funding Losses ....................................................... 19
 4.5. Increased Capital Costs .............................................. 20
 4.6. Taxes ................................................................ 20
 4.7. Payments, Computations, etc .......................................... 21



<PAGE>


 SECTION                                                                    PAGE

  4.8. Sharing of Payments .................................................. 21
  4.9. Setoff ............................................................... 22
 4.10. Replacement of Lenders ............................................... 22

 ARTICLE V

                             CONDITIONS TO BORROWING

5.1.   Initial Borrowing .................................................... 22
5.1.1. Resolutions, etc ..................................................... 22
5.1.2. Delivery of Notes .................................................... 23
5.1.3. Opinions of Counsel .................................................. 23
5.1.4. Closing Fees, Expenses, etc .......................................... 23
5.1.5. Satisfactory Legal Form .............................................. 23
5.1.6. Repayment of Loans under Existing Credit Agreement ................... 23
5.2.   All Borrowings ....................................................... 23
5.2.1. Compliance with Warranties, No Default, etc .......................... 23
5.2.2. Borrowing Request .................................................... 23

 ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

  6.1. Organization, etc .................................................... 24
  6.2. Due Authorization, Non-Contravention, etc ............................ 24
  6.3. Government Approval, Regulation, etc ................................. 24
  6.4. Validity, etc ........................................................ 25
  6.5. Financial Information ................................................ 25
  6.6. No Material Adverse Change ........................................... 25
  6.7. Litigation, Labor Controversies, etc ................................. 25
  6.8. Ownership of Properties; Liens; Etc .................................. 25
  6.9. Taxes ................................................................ 25
 6.10. Pension and Welfare Plans ............................................ 25
 6.11. Environmental Warranties ............................................. 26
 6.12. Regulations U, T and X ............................................... 27
 6.13. Year 2000 Problem .................................................... 27
 6.14. Accuracy of Information .............................................. 27

 ARTICLE VII

                                    COVENANTS

  7.1. Affirmative Covenants ................................................ 27
7.1.1. Financial Information, Reports, Notices, etc ......................... 27
7.1.2. Compliance with Laws, etc ............................................ 28
7.1.3. Books and Records .................................................... 28
7.1.4. Environmental Covenant ............................................... 28
7.1.5. Use of Proceeds ...................................................... 29
  7.2. Negative Covenants ................................................... 29
7.2.l. Business Activities .................................................. 29
7.2.2. Indebtedness ......................................................... 29



                                      -ii-

<PAGE>


 SECTION                                                                    PAGE

7.2.3.  Liens ............................................................... 29
7.2.4.  Contingent Obligations .............................................. 30
7.2.5.  Dissolution, etc .................................................... 30
7.2.6.  Transactions with Affiliates ........................................ 31
7.2.7.  Sale Leasebacks ..................................................... 31
7.2.8.  Asset Dispositions, etc ............................................. 31
7.2.9.  Financial Condition ................................................. 32
7.2.10. Guaranty by Subsidiary Guarantors ................................... 33

 ARTICLE VIII

                                EVENTS OF DEFAULT

  8.1.  Listing of Events of Default ........................................ 33
8.1.1.  Non-Payment of Obligations .......................................... 33
8.1.2.  Breach of Warranty .................................................. 33
8.1.3.  Non-Performance of Certain Covenants and Obligations ................ 33
8.1.4.  Non-Performance of Other Covenants and Obligations .................. 34
8.1.5.  Default on Other Indebtedness ....................................... 34
8.1.6.  Judgment ............................................................ 34
8.1.7.  Pension Plans ....................................................... 34
8.1.8.  Change in Control ................................................... 34
8.1.9.  Bankruptcy, Insolvency, etc ......................................... 34
  8.2.  Action if Bankruptcy ................................................ 35
  8.3.  Action if Other Event of Default .................................... 35

 ARTICLE IX

                                   THE AGENT

  9.1.  Actions ............................................................. 35
  9.2.  Funding Reliance, etc ............................................... 36
  9.3.  Exculpation ......................................................... 36
  9.4.  Successor ........................................................... 36
  9.5.  Loans by Scotiabank ................................................. 36
  9.6.  Credit Decisions .................................................... 36
  9.7.  Copies, etc ......................................................... 37

 ARTICLE X

                            MISCELLANEOUS PROVISIONS

 10.1.  Waivers, Amendments, etc ............................................ 37
 10.2.  Notices ............................................................. 38
 10.3.  Payment of Costs and Expenses ....................................... 38
 10.4.  Indemnification ..................................................... 38
 10.5.  Survival ............................................................ 39
 10.6.  Severability ........................................................ 39
 10.7.  Headings ............................................................ 39
 10.8.  Execution in Counterparts, Effectiveness, etc ....................... 39
 10.9.  Governing Law, Entire Agreement ..................................... 39



                                     -iii-

<PAGE>


 SECTION                                                                    PAGE

  10.10. Successors and Assigns ............................................. 39
  10.11. Sale and Transfer of Loans and Notes; Participations in Loans
         and Notes .......................................................... 40
10.11.1. Assignments ........................................................ 40
10.11.2. Participations ..................................................... 41
  10.12. Other Transactions ................................................. 41
  10.13. Forum Selection and Consent to Jurisdiction ........................ 42
  10.14. Waiver of Jury Trial ............................................... 42

 ARTICLE XI

                               GUARANTY PROVISIONS

   11.1. Guaranty ........................................................... 43
   11.2. Acceleration of Guaranty ........................................... 43
   11.3. Guaranty Absolute, etc ............................................. 43
   11.4. Reinstatement, etc ................................................. 44
   11.5. Waiver,etc.......................................................... 44
   11.6. Postponement of Subrogation, etc ................................... 44
   11.7. Judgment ........................................................... 44
   11.8. Rights of Contribution ............................................. 45


 SCHEDULE I        -         Disclosure Schedule

 EXHIBIT A         -         Form of Note
 EXHIBIT B         -         Form of Borrowing Request
 EXHIBIT C         -         Form of Continuation/Conversion Notice
 EXHIBIT D         -         Form of Lender Assignment Agreement
 EXHIBIT E         -         Form of Opinion of New York Counsel to the Obligors
 EXHIBIT F         -         Form of Opinion of Canadian Counsel to the Obligors
 EXHIBIT G         -         Form of Compliance Certificate














                                      -iv-



<PAGE>



                      AMENDED AND RESTATED CREDIT AGREEMENT


          THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 5,
1999, among FRDK, INC., a New York corporation (the "Borrower"), MOORE
CORPORATION LIMITED, an Ontario corporation (the "Parent"), the various
financial institutions as are or may become parties hereto (collectively, the
"Lenders"), and THE BANK OF NOVA SCOTIA ("Scotiabank"), as agent (the "Agent")
for the Lenders.

                                   WITNESSETH:

          WHEREAS, the Borrower, the Parent and certain lenders and Scotiabank,
 as Agent, have heretofore entered into a certain Credit Agreement, dated as of
 August 10, 1995 (as amended to the date hereof and prior to the amendment and
 restatement in this Agreement, the "Existing Credit Agreement"); and

          WHEREAS, the Borrower, the Guarantor and the Lenders now desire to
 amend and restate the Existing Credit Agreement, as hereinafter provided; and

          WHEREAS, the various financial institutions on the signature pages
 hereto desire to be party to this Agreement as lenders; and

          WHEREAS, the Borrower is a wholly-owned Subsidiary of the Parent; and

          WHEREAS, the Borrower desires to obtain Commitments from the Lenders
 pursuant to which Loans, in a maximum aggregate principal amount at any one
 time outstanding not to exceed $420,000,000, will be made to the Borrower from
 time to time prior to the Commitment Termination Date; and

          WHEREAS, the Parent desires to unconditionally guarantee the
obligations of the Borrower hereunder; and

          WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth (including Article V), to extend such
Commitments and make such Loans to the Borrower, and

          WHEREAS, the proceeds of such Loans will be used for general corporate
 purposes of the Parent, the Borrower and their direct and indirect Subsidiaries
 (including the acquisition of other businesses, subject to Section 7.2.1 and
 the repayment of Indebtedness);

          NOW, THEREFORE, the parties hereto agree as follows:


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.1. Defined Terms. The following terms (whether or not
 underscored) when used in this Agreement, including its preamble and recitals,
 shall, except where the context otherwise requires, have the following meanings
 (such meanings to be equally applicable to the singular and plural forms
 thereof):

          "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power

                    (a) to vote 10% or more of the securities (on a fully
          diluted basis) having ordinary voting power for the election of
          directors or managing general partners; or




<PAGE>



                    (b) to direct or cause the direction of the management and
          policies of such Person whether by contract or otherwise.

          "Agent" is defined in the preamble and includes each other Person as
 shall have subsequently been appointed as the successor Agent pursuant to
 Section 9.4.

          "Agreement" means, on any date, this Amended and Restated Credit
 Agreement as originally in effect on the Effective Date and as thereafter from
 time to time amended, supplemented, amended and restated, or otherwise modified
 and in effect on such date.

          "Alternate Base Rate" means, on any date and with respect to all Base
 Rate Loans, a fluctuating rate of interest per annum equal to the higher of

                    (a) the rate of interest most recently established by
          Scotiabank at its Domestic Office as its base rate for Dollar loans;
          and

                    (b) the Federal Funds Rate most recently determined by the
          Agent plus 1/2 of 1%.

 The Alternate Base Rate is not necessarily intended to be the lowest rate of
 interest determined by Scotiabank in connection with extensions of credit.
 Changes in the rate of interest on that portion of any Loans maintained as Base
 Rate Loans will take effect simultaneously with each change in the Alternate
 Base Rate. The Agent will give notice promptly to the Borrower and the Lenders
 of changes in the Alternate Base Rate.

          "Applicable Commitment Fee" means

                    (a) at all times prior to the date on which the Parent is
          required to (or actually shall) have delivered a Compliance
          Certificate pursuant to clause (a) or (d) of Section 7.1.1 in respect
          of its financial statements for the Fiscal Quarter ending September
          30, 1999, the respective percentage per annum in "Category B" in the
          table below; and

                    (b) at all times thereafter, the per annum fee set forth
          below under the caption "Applicable Commitment Fee" and opposite the
          range for the Leverage Ratio which includes the Ratio set forth in the
          Current Compliance Certificate;

provided, that if the Parent shall fail to deliver a Compliance Certificate
within the number of days after the end of any Fiscal Quarter as required
pursuant to clause (a) or (d) of Section 7.1.1 (without giving effect to any
grace period), the Applicable Commitment Fee from and including the first day
after the date on which such Compliance Certificate was required to be delivered
to but not including the date the Parent delivers to the Agent a Compliance
Certificate shall conclusively equal the respective percentage per annum in
"Category E" in the table below.

--------------------------------------------------------------------------------
CATEGORY     LEVERAGE                             APPLICABLE COMMITMENT FEE
             RATIO                        --------------------------------------
                                          364-DAY LOANS         THREE-YEAR LOANS
--------------------------------------------------------------------------------
A     (less than or equal to)0.30:1            0.200%                 0.500%
--------------------------------------------------------------------------------
B     (greater than)0.30:1 and                 0.225%                 0.525%
      (less than or equal to)0.35:1
--------------------------------------------------------------------------------
C     (greater than)0.35:1 and                 0.250%                 0.550%
      (less than or equal to)0.40:1
--------------------------------------------------------------------------------




                                       -2-




<PAGE>


--------------------------------------------------------------------------------
D     (greater than)0.40:1 and                 0.250%                 0.600%
      (less than or equal to)0.45:1
--------------------------------------------------------------------------------
E     (greater than)0.45:1                     0.250%                 0.600%
--------------------------------------------------------------------------------

          "Applicable Margin" means

                    (a) at all times prior to the date on which the Parent is
          required to (or actually shall) have delivered a Compliance
          Certificate pursuant to clause (a) or (d) of Section 7.1.7 in respect
          of its financial statements for the Fiscal Quarter ending September
          30, 1999, relative to the unpaid principal amount of each Loan
          maintained as a Base Rate Loan or a LIBO Rate Loan, the respective
          percentage per annum in "Category B" in the table below, and

                    (b) at all times thereafter, relative to the unpaid
          principal amount of each Loan maintained as (x) a Base Rate Loan, the
          rate per annum set forth below under the caption "Applicable Margin --
          Base Rate Loans" and (y) a LIBO Rate Loan, the rate per annum set
          forth below under the caption "Applicable Margin -- LIBO Rate Loans",
          and, in each case, opposite the range for (i) the Leverage Ratio which
          includes the Leverage Ratio set forth in the Current Compliance
          Certificate and (ii) the ratio of the used portion of the Total
          Commitment Amount over the Total Commitment Amount (shown as a
          percentage) at such time,

 provided, that if the Parent shall fail to deliver a Compliance Certificate
 within the number of days after the end of any Fiscal Quarter as required
 pursuant to clause (a) or (d) of Section 7.1.1 (without giving effect to any
 grace period), the Applicable Margin from and including the first day after the
 date on which such Compliance Certificate was required to be delivered to but
 not including the date the Parent delivers to the Agent a Compliance
 Certificate shall conclusively equal the respective percentage per annum in
 "Category E" in the table below.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
CATEGORY       LEVERAGE                                                                                   APPLICABLE MARGIN
               RATIO              UTILIZATION                                                       -----------------------------
                                                                                                    LIBO RATE           BASE RATE
                                                                                                      LOANS               LOANS
------------------------------------------------------------------------------------------------------------------------------------
<S>  <C>                            <C>                                                                            <C>          <C>
A   (less than or equal to)0.30:1  (less than)33% utilization                                                      1.125%     0.125%
                                   (greater than or equal to)33% utilization and (less than)66 2/3% utilization     1.25%      0.25%
                                   (less than or equal to)66 2/3% utilization                                      1.375%     0.375%
------------------------------------------------------------------------------------------------------------------------------------
B   (greater than)0.30:1           (less than)33% utilization                                                       1.25%      0.25%
    and                            (greater than or equal to)33% utilization and (less than)66 2/3% utilization    1.375%     0.375%
    (less than or equal to)0.35:1  (greater than or equal to)66 2/3% utilization                                    1.50%      0.50%
------------------------------------------------------------------------------------------------------------------------------------
C   (greater than)0.35:1           (less than)33% utilization                                                      1.375%     0.375%
    and                            (greater than or equal to)33% utilization arid (less than)66 2/3% utilization    1.50%      0.50%
    (less than or equal to)0.40:1  (greater than or equal to)66 2/3% utilization                                   1.625%     0.625%
------------------------------------------------------------------------------------------------------------------------------------
D   (greater than)0.40:1           (less than)33% utilization                                                       1.50%      0.50%
    and                            (greater than or equal to)33% utilization and (less than)66 2/3% utilization    1.625%     0.625%
    (less than or equal to)0.45:1  (greater than or equal to)66 2/3% utilization                                    1.75%      0.75%
------------------------------------------------------------------------------------------------------------------------------------
E   (greater than)0.45:1           (less than)33% utilization                                                      1.625%     0.625%
                                   (greater than or equal to)33% utilization and (less than)66 2/3% utilization     1.75%      0.75%
                                   (greater than or equal to)66 2/3% utilization                                   1.875%     0.875%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




                                      -3-

<PAGE>



          "Assignee Lender" is defined in Section 10.11.1.

          "Authorized Officer" means, relative to each Obligor, those of its
 officers whose signatures and incumbency shall have been certified to the Agent
 and the Lenders pursuant to Section 5.1.1.

          "Base Rate Loan" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

          "Borrower" is defined in the preamble.

          "Borrowing" means the Loans of the same Type and, in the case of LIBO
 Rate Loans, having the same Interest Period made by all Lenders on the same
 Business Day and pursuant to the same Borrowing Request in accordance with
 Section 2.1.

          "Borrowing Request" means a loan request and certificate duly executed
 by an Authorized Officer of the Borrower, substantially in the form of Exhibit
 B hereto.

          "Business Day" means

                    (a) any day which is neither a Saturday or Sunday nor a
          legal holiday on which banks are authorized or required to be closed
          in New York City, Toronto, Canada, Chicago, Illinois or Atlanta,
          Georgia; and

                   (b) relative to the making, continuing, prepaying or repaying
          of any LIBO Rate Loans, any day on which dealings in Dollars are
          carried on in the London interbank market.

          "Capital Stock" means, relative to any Person, any and all shares,
 interests, participations, rights or other equivalents (however designated) of
 corporate stock, including partnership interests and other indicia of ownership
 of such Person and all warrants, options, purchase rights, conversion or
 exchange rights, voting rights, calls or any claims of any character with
 respect thereto.

          "Capitalized Lease Liabilities" means all monetary obligations of the
 Parent or any of its Subsidiaries under any leasing or similar arrangement
 which, in accordance with GAAP, would be classified as capitalized leases, and,
 for purposes of this Agreement and each other Loan Document, the amount of such
 obligations shall be the capitalized amount thereof, determined in accordance
 with GAAP, and the stated maturity thereof shall be the date of the last
 payment of rent or any other amount due under such lease prior to the first
 date upon which such lease may be terminated by the lessee without payment of a
 penalty.

          "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

          "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

          "Change in Control" means

          (a)   the acquisition by any Person, or two or more Persons acting
                in concert, of

                         (x) beneficial ownership (within the meaning of
                Rules 13d-3 and 13d-5 of the Securities and Exchange
                Commission under the Securities Exchange Act of 1934, as
                amended) of, or

                         (y) the right to acquire (whether such right is
                exercisable immediately, after the passage of time, upon the
                happening of an event or otherwise, but excluding any such
                right that is subject to the consent of the Required Lenders
                hereunder)



                                      -4-


<PAGE>
          30% or more of the outstanding shares of the stock of the Parent
          having the power to vote for the election of directors of the Parent,
          on a fully diluted basis; or

          (b) the failure of the Parent to own, beneficially, directly or
          indirectly at least 100% of the issued and outstanding capital stock
          of the Borrower and MNAI.

          "Class" shall have the meaning assigned to such term in Section 1.5.

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

          "Commitment" means, relative to any Lender, such Lender's obligation
to make Loans pursuant to Section 2.1.1.

          "Commitment Termination Date" means (a) with respect to the 364-day
 Loans, the 364-day Facility Commitment Termination Date and (b) with respect to
 the Three-year Loans, the Three-year Facility Commitment Termination Date.

          "Commitment Termination Event" means

                    (a) the occurrence of any Event of Default described in
          clauses (a) through (d) of Section 8.1.9 with respect to any Obligor;
          or

                    (b) the occurrence and continuance of any other Event of
          Default and either

                            (i) the declaration of the Loans to be due and
                    payable pursuant to Section 8.3, or

                            (ii) in the absence of such declaration, the giving
                    of notice by the Agent, acting at the direction of the
                    Required Lenders, to the Borrower that the Commitments have
                    been terminated.

          "Compliance Certificate" means a certificate duly completed and
 executed by the chief financial Authorized Officer of the Parent, substantially
 in the form of Exhibit G hereto and including as attachments thereto (in detail
 and with appropriate calculations and computations reasonably satisfactory to
 the Agent), calculations of the financial tests set forth in Section 7.2.9.

          "Contingent Liability" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent OR otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability at any time
shall (subject to any limitation set forth therein) be deemed to be the
outstanding principal amount of the debt, obligation or other liability
guaranteed thereby at such time.

          "Continuation/Conversion Notice" means a notice of continuation or
 conversion and certificate duly executed by an Authorized Officer of the
 Borrower, substantially in the form of Exhibit C hereto.

          "Controlled Group" means all members of a controlled group of
 corporations and all members of a controlled group of trades or businesses
 (whether or not incorporated) under common control which, together with the
 Parent, are treated as a single employer under Section 414(b) or 414(c) of the
 Code or Section 4001 of ERISA.

          "Current Compliance Certificate" means the Compliance Certificate most
recently delivered by the Parent to the Agent pursuant to clause (a) or (d) of
Section 7.1.1. Changes in the Applicable Commitment Fee or Applicable



                                       -5-


<PAGE>


Margin resulting from a change in the Leverage Ratio shall become effective upon
delivery by the Parent to the Agent of a new Compliance Certificate pursuant to
clause (a) or (d) of Section 7.1.1.

        "Debt" means the outstanding amount of all Indebtedness of the Parent
 and its Subsidiaries of the type referred to in clauses (a), (b) and (c) of the
 definition of "Indebtedness", determined on a consolidated basis for the Parent
 and its Subsidiaries.

          "Default" means any Event of Default or any condition, occurrence or
 event which, after notice or lapse of time or both, would constitute an Event
 of Default.

          "Disclosure Schedule" means the Disclosure Schedule attached hereto as
 Schedule I, as it may be amended, supplemented or otherwise modified from time
 to time by the Borrower with the written consent of the Agent arid the Required
 Lenders.

          "Disposition" means the sale, transfer, contribution, conveyance,
 issuance or other disposition of any property, business or assets by the Parent
 or any of its Subsidiaries (including receivables or Capital Stock of or owned
 by the Parent or such Subsidiary, and in all cases whether now owned or
 hereafter acquired) but excluding, however, (x) sales, conveyances or other
 dispositions of Capital Stock of the Parent and sales, conveyances or other
 dispositions of Capital Stock of the Borrower to the Parent and the Parent's
 wholly-owned Subsidiaries and (y) sales, conveyances or other dispositions in
 accordance with clauses (a) to (f) of Section 7.2.8.

          "Dollar" and the sign "$" mean lawful money of the United States.

          "Domestic Office" means, relative to any Lender, the office of such
 Lender designated as such below its signature hereto or designated in the
 Lender Assignment Agreement or such other office of a Lender (or any successor
 or assign of such Lender) within the United States as may be designated from
 time to time by notice from such Lender, as the case may be, to each other
 Person party hereto.

          "EBITDA" means, at the close of any Fiscal Quarter, the sum (without
 duplication), computed for the period consisting of such Fiscal Quarter and the
 three immediately prior Fiscal Quarters, of

                   (a) Net Income for such period,

          plus

                   (b) the sum of the following items for the Parent and its
          Subsidiaries for such period, to the extent deducted or excluded in
          determining Net Income for such period:

                         (i) Interest Expense, plus

                         (ii) income tax expense, plus

                         (iii) depreciation, plus

                         (iv) amortization (including amortization of deferred
                   financing fees), plus

                         (v) the $615,000,000 pre-tax restructuring charge
                   relating to the restructuring program announced in July 1998
                   by the Parent.

          "Effective Date" means the date this Agreement becomes effective
pursuant to Section 10.8.



                                       -6-



<PAGE>


          "Environmental Laws" means all applicable federal, state, provincial
 or local statutes, laws, ordinances, codes, rules, regulations and guidelines
 (including consent decrees and administrative orders) relating to public health
 and safety and protection of the environment.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
 amended, and any successor statute of similar import, together with the
 regulations thereunder, in each case as in effect from time to time. References
 to sections of ERISA also refer to any successor sections.

          "Event of Default" is defined in Section 8.1.

          "Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to

                    (a) the weighted average of the rates on overnight federal
          funds transactions with members of the Federal Reserve System arranged
          by federal funds brokers, as published for such day (or, if such day
          is not a Business Day, for the next preceding Business Day) by the
          Federal Reserve Bank of New York; or

                    (b) if such rate is not so published for any day which is a
          Business Day, the average of the quotations for such day on such
          transactions received by Scotiabank from three federal funds brokers
          of recognized standing selected by it.

          "Fee Letter" means the confidential letter, dated July 2, 1999,
between the Parent, the Borrower and Scotiabank.

          "Fiscal Quarter" means any quarter of a Fiscal Year.

          "Fiscal Year" means any period of twelve consecutive calendar months
 ending on December 31; references to a Fiscal Year with a number corresponding
 to any calendar year (e.g. the "1999 Fiscal Year") refer to the Fiscal Year
 ending on the December 31 occurring during such calendar year.

          "F.R.S. Board" means the Board of Governors of the Federal Reserve
System or any successor thereto.

          "GAAP" is defined in Section 1.4.

          "Granting Lender" is defined in Section 10.11.1.

          "Guarantor" means the Parent and any Subsidiary Guarantor.

          "Hazardous Material" means

                    (a) any "hazardous substance", as defined by CERCLA;

                    (b) any "hazardous waste", as defined by the Resource
          Conservation and Recovery Act;

                    (c) any petroleum product; or

                    (d) any pollutant or contaminant or hazardous, dangerous or
          toxic chemical, material or substance within the meaning of any other
          applicable federal, state, provincial or local law, regulation,
          ordinance or requirement (including consent decrees and administrative
          orders) relating to or imposing liability or standards of conduct
          concerning any hazardous, toxic or dangerous waste, substance or
          material, all as amended or hereafter amended.



                                       -7-


<PAGE>



          "Hedging Obligations" means, with respect to any Person, all
 liabilities of such Person under interest rate swap agreements, interest rate
 cap agreements and interest rate collar agreements, and all other agreements or
 arrangements designed to protect such Person against fluctuations in interest
 rates or currency exchange rates.

          "herein", "hereof', "hereto", "hereunder" and similar terms contained
 in this Agreement or any other Loan Document refer to this Agreement or such
 other Loan Document, as the case may be, as a whole and not to any particular
 Section, paragraph or provision of this Agreement or such other Loan Document.

          "Impermissible Qualification" means, relative to the opinion or
 certification of any independent public accountant as to any financial
 statement of the Parent, any qualification or exception to such opinion or
 certification

                    (a) which is of a "going concern" or similar nature;

                    (b) which relates to the limited scope of examination of
          matters relevant to such financial statement; or

                    (c) which relates to the treatment or classification of any
          item in such financial statement and which, as a condition to its
          removal, would require an adjustment to such item the effect of which
          would be to cause the Parent to be in default of any of its
          obligations under Section 7.2.2 or Section 7.2.9.

          "including" means including without limiting the generality of any
 description preceding such term, and, for purposes of this Agreement and each
 other Loan Document, the parties hereto agree that the rule of ejusdem generis
 shall not be applicable to limit a general statement, which is followed by or
 referable to an enumeration of specific matters, to matters similar to the
 matters specifically mentioned.

          "Indebtedness" of any Person means, without duplication:

                    (a) all obligations of such Person for borrowed money and
          all obligations of such Person evidenced by bonds, debentures, notes
          or other similar instruments;

                    (b) all obligations, contingent or otherwise, relative to
          the face amount of all letters of credit, whether or not drawn, and
          banker's acceptances issued for the account of such Person;

                    (c) all obligations of such Person as lessee under leases
          which have been or should be, in accordance with GAAP, recorded as
          Capitalized Lease Liabilities;

                    (d) all other items which, in accordance with GAAP, would be
          included as liabilities on the liability side of the balance sheet of
          such Person as of the date at which Indebtedness is to be determined;

                    (e) net amounts owing by such Person under all Hedging
          Obligations (after giving effect to amounts owed to such Person under
          such Hedging Obligations which it is permitted to set off against
          amounts payable by it thereunder or any defense to payment it may
          have, including as a result of a default by a counterparty);

                    (f) whether or not so included as liabilities in accordance
           with GAAP, all obligations of such person to pay the deferred
           purchase price of property or services, and indebtedness (excluding
           prepaid interest thereon) secured by a Lien on property owned or
           being purchased by such Person (including indebtedness arising under
           conditional sales or other title retention agreements), whether or
           not such indebtedness shall have been assumed by such Person or is
           limited in recourse; and

                    (g) all Contingent Liabilities of such Person in respect of
           any of the foregoing.



                                      -8-


<PAGE>



 For all purposes of this Agreement, the Indebtedness of any Person shall
 include the Indebtedness of any partnership or Joint Venture in which such
 Person is a general partncr or a joint venturer which has liability as a
 general partner, unless, in any such case, no holder of such Indebtedness has
 any recourse to such Person in respect thereof.

          "Indemnified Liabilities" is defined in Section 10.4.

          "Indemnified Parties" is defined in Section 10.4.

          "Interest Coverage Ratio" means, at the close of any Fiscal Quarter,
 the ratio, computed for the period consisting of such Fiscal Quarter and the
 three immediately prior Fiscal Quarters of,

                    (a) EBITDA for such period

          to

                    (b) Interest Expense for such period.

          "Interest Expense" means, for any Fiscal Quarter, the aggregate
 consolidated interest expense (net of interest income) of the Parent and its
 Subsidiaries for such Fiscal Quarter (excluding, however, any non-cash charges
 included in interest expense in accordance with GAAP, including, without
 limitation, restructuring and realignment charges), after giving effect to all
 payments made and received in respect of Hedging Obligations, all as determined
 in accordance with GAAP.

          "Interest Period" means, relative to any LIBO Rate Loans, the period
 beginning on (and including) the date on which such LIBO Rate Loan is made or
 continued as, or converted into, a LIBO Rate Loan pursuant to Section 2.3 or
 2.4 and shall end on (but exclude) the day which numerically corresponds to
 such date one, two, three or six months thereafter (or, if such month has no
 numerically corresponding day, on the last Business Day of such month), as the
 Borrower may select in its relevant notice pursuant to Section 2.3 or 2.4;
 provided, however, that

                    (a) the Borrower shall not be permitted to select Interest
          Periods to be in effect at any one time which have expiration dates
          occurring on more than eight different dates;

                    (b) Interest Periods commencing on the same date for Loans
          comprising part of the same Borrowing shall be of the same duration;

                    (c) if such Interest Period would otherwise end on a day
          which is not a Business Day, such Interest Period shall end on the
          next following Business Day (unless such next following Business Day
          is the first Business Day of a calendar month, in which case such
          Interest Period shall end on the Business Day Next preceding such
          numerically corresponding day); and

                    (d) no Interest Period for any Loan may end later than the
          Stated Maturity Date for such Loan.

          "Joint Venture" means any Person of which 50% or less of the
 outstanding equity interests having ordinary voting power to elect a majority
 of the board of directors (or similar governing body) of such Person
 (irrespective of whether at the time equity interests of any other class or
 classes of such Person shall or might have voting power upon the occurrence of
 any contingency) is at the time directly or indirectly owned by the Parent or
 any of its Subsidiaries.

           "knowledge" means, in the context of a Borrowing other than the
 initial Borrowing, with respect to the Parent or the Borrower, the actual
 knowledge of the (a) the Chairman of the Parent, (b) the President or Chief
 Executive Officer of the Parent, (c) the Chief Financial Officer of the Parent
 or (d) the General Counsel of the Parent.

          "Lender Assignment Agreement" means a Lender Assignment Agreement
substantially in the form of Exhibit D hereto.



                                       -9-



<PAGE>



          "Lenders" is defined in the preamble.

          "Leverage Ratio" means, as of any date of determination, the ratio of

                    (a) Debt

          to

                    (b) Total Capitalization.

          "LIBO Rate" is defined in Section 3.2.1.

          "LIBO Rate Loan" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan, at a fixed rate of interest determined
by reference to the LIBO Rate (Reserve Adjusted).

          "LIBO Rate (Reserve Adjusted)" is defined in Section 3.2.1.

          "LIBOR Office" means, relative to any Lender, the office of such
Lender designated as such below its signature hereto or designated in the Lender
Assignment Agreement or such other office of a Lender as designated from time to
time by notice from such Lender to the Borrower and the Agent, whether or not
outside the United States, which shall be making or maintaining LIBO Rate Loans
of such Lender hereunder, provided that any such designation shall not increase
any amount payable pursuant to Section 4.5 or 4.6 hereof.

          "LIBOR Reserve Percentage" is defined in Section 3.2.1.

          "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property to secure payment of a debt or
performance of an obligation or other priority or preferential arrangement of
any kind or nature whatsoever.

          "Loan" is defined in Section 2.1.1(b).

          "Loan Document" means this Agreement, the Notes, the Fee Letter, each
Borrowing Request and each Continuation/Conversion Notice.

          "Material Adverse Effect" means any material adverse effect on (i) the
financial condition or operations of the Parent and its Subsidiaries (taken as a
whole) or (ii) the legality, validity or enforceability of this Agreement, the
Notes or any other Loan Document.

          "MNAI" means Moore North America Inc., a Delaware corporation.

          "Net Disposition Proceeds" means, relative to any Disposition by the
Parent or any of its Subsidiaries, cash proceeds, if any, as and when received
by such Person, net of

                    (a) the costs and expenses relating to such Disposition;

                    (b) the amount of all taxes paid or reasonably estimated to
          be payable by the Parent or such Subsidiary in connection therewith,
          but Net Disposition Proceeds shall include the excess, if any, of the
          estimated taxes payable in connection with such Disposition over the
          actual amount of taxes paid, immediately after the payment of such
          taxes;

                    (c) amounts required to be applied to repay principal,
          interest and prepayment premiums and penalties on Indebtedness secured
          by a Lien on the asset which is the subject of such Disposition; and

                    (d) the amount of any reasonable reserve established in
          accordance with GAAP against any liabilities (other than any taxes
          deducted pursuant to clause (b)) associated with the assets sold,
          disposed of by the Parent



                                      -10-



<PAGE>


          or any Subsidiary (provided, however, that the amount of any
          subsequent reduction of such reserve (other than in connection with a
          payment in respect of any such liability) shall be deemed to be Net
          Disposition Proceeds realized on the date of such reduction).

          "Net Income" means, for any period, net income of the Parent and its
 Subsidiaries for such period on a consolidated basis in accordance with GAAP.

          "Net Worth" means the amount of the capital stock accounts (net of
 treasury stock, at cost) plus (or minus in the case of a deficit) the surplus
 in retained earnings of the Parent and its consolidated Subsidiaries as
 determined in accordance with GAAP.

          "Note" means a 364-day Note or a Three-year Note.

          "Obligations" means all obligations (monetary or otherwise) of the
 Borrower and the Guarantors arising under or in connection with this Agreement
 and each other Loan Document.

          "Obligors" means the Borrower and the Guarantors.

          "Organic Document" means, relative to each Obligor, its certificate of
 incorporation, its by-laws and all shareholder agreements, voting trusts and
 similar arrangements applicable to any of its authorized shares of capital
 stock.

          "Parent" is defined in the preamble.

          "Participant" is defined in Section 10.11.

          "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

          "Pension Plan" means a "pension plan", as such term is defined in
 section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
 multiemployer plan as defined in section 4001(a)(3) of ERISA), and which is
 sponsored by the Parent or any corporation, trade or business that is, along
 with the Parent, a member of a Controlled Group.

          "Percentage" means, relative to any Lender, the percentage set forth
 opposite its signature hereto or set forth in the Lender Assignment Agreement,
 as such percentage may be adjusted from time to time pursuant to Lender
 Assignment Agreement(s) executed by such Lender and its Assignee Lender(s) and
 delivered pursuant to Section 10.11.

          "Permitted Liens" means any Lien permitted under Section 7.2.3(a)
through (n) inclusive.

          "Person" means any natural person, corporation, partnership, firm,
 association, trust, government, governmental agency or any other entity,
 whether acting in an individual, fiduciary or other capacity.

          "Plan" means any Pension Plan or Welfare Plan.

          "Quarterly Payment Date" means the last day of each March, June,
 September, and December or, if any such day is not a Business Day, the next
 succeeding Business Day.

          "Release" means a "release", as such term is defined in CERCLA.

          "Relevant Indebtedness" is defined in Section 8.1.5.



                                      -11-



<PAGE>



          "Relevant Person" means (a) each Guarantor, (b) the Borrower, (c) each
 Significant Subsidiary and (d) each other Subsidiary of the Parent that, if an
 Event of Default of the type described in Section 8.1.9 occurred with respect
 to such other Subsidiary, it would reasonably be expected to have a Material
 Adverse Effect.

          "Replacement Notice" is defined in Section 4.10.

          "Required Lenders" means, at any time, Lenders holding at least
 66-2/3% of the then aggregate outstanding principal amount of the Notes then
 held by the Lenders, or, if no such principal amount is then outstanding,
 Lenders having at least 66-2/3% of the Commitments.

          "Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as in effect
from time to time.

          "Sale Leaseback" means an arrangement pursuant to which MNAI or any of
 its Subsidiaries sells or otherwise transfers any of its property or assets,
 whether now owned or hereafter acquired, and thereafter rents or leases such
 property or assets or similar property or assets for substantially the same use
 or uses as the property or assets sold or transferred.

          "Scotiabank" is defined in the preamble.

          "Securitization" means any financing (other than Capitalized Lease
 Liabilities or a Sale Leaseback) in which (a) one or more assets are sold,
 leased, assigned or otherwise transferred (in one or a series of related
 transactions) in exchange for one or more monetary payments, and (2) recourse
 is limited primarily to the assets sold, leased, assigned or otherwise
 transferred (and to indemnities, repurchase obligations or other credit
 enhancements customary in structured financings).

          "Securitization Subsidiary" means any bankruptcy-remote Subsidiary
 created or acquired by the Parent or any of its Subsidiaries for the purpose of
 securitizing or otherwise pledging or borrowing against receivables or other
 assets.

          "Significant Subsidiary" means each Subsidiary of the Parent that

                   (a) accounted for at least 10% of consolidated revenues of
          the Parent and its Subsidiaries, in each case for the Fiscal Year of
          the Parent immediately preceding the date as of which any such
          determination is made (or, if such Subsidiary was not a Subsidiary of
          the Parent during any portion of such Fiscal Year, would have
          accounted for at least 10% of consolidated revenues of the Parent and
          its Subsidiaries if it had been a Subsidiary of the Parent during all
          of such Fiscal Year) and as reflected on the financial statements of
          the Parent for such period; or

                   (b) has assets which represent at least 10% of the
          consolidated assets of the Parent and its Subsidiaries as of the last
          day of the Fiscal Year immediately preceding the date as of which any
          such determination is made (or, if such Subsidiary was not a
          Subsidiary of the Parent as of the last day of such Fiscal Year, would
          have had assets which represented at least 10% of the consolidated
          assets of the Parent and its Subsidiaries if it had been a Subsidiary
          of the Parent as of the last day of such Fiscal Year) and as reflected
          on the financial statements of the Parent as of such date.

          "SPC" is defined in Section 10.11.1.

          "Stated Maturity Date" means (a) with respect to the 364-day Loans,
 August 3, 2000 and (b) with respect to the Three-year Loans, the third
 anniversary of the Effective Date.

          "Subject Lender" is defined in Section 4.10.



                                      -12-



<PAGE>


          "Subsidiary" means, with respect to any Person, any corporation of
 which more than 50% of the outstanding capital stock having ordinary voting
 power to elect a majority of the board of directors of such corporation
 (irrespective of whether at the time capital stock of any other class or
 classes of such corporation shall or might have voting power upon the
 occurrence of any contingency) is at the time directly or indirectly owned by
 such Person, by such Person and one or more other Subsidiaries of such Person,
 or by one or more other Subsidiaries of such Person.

          "Subsidiary Guarantor" means, each Significant Subsidiary party hereto
as a guarantor pursuant to Section 7.2.10.

          "Taxes" is defined in Section 4.6.

          "364-day Facility Commitment Amount" means $252,000,000, as that
amount may be reduced from time to time pursuant to Section 2.2.

          "364-day Facility Commitment Termination Date" means the earliest of

                    (a) the Stated Maturity Date with respect to the 364-day
          Loans;

                    (b) the date on which the 364-day Facility Commitment Amount
          is terminated in full or reduced to zero pursuant to Section 2.2; and

                    (c) the date on which any Commitment Termination Event
          occurs.

 Upon the occurrence of any event described in clause (b) or (c) the Commitments
 to make 364-day Loans shall terminate automatically and without further action.

          "364-day Loan" is defined in Section 2.1-1(a).

          "364-Day Note" means a promissory note of the Borrower payable to any
 Lender, in the form of Exhibit A hereto (as such promissory note may be
 amended, endorsed or otherwise modified from time to time), evidencing the
 aggregate Indebtedness of the Borrower to such Lender resulting from
 outstanding 364-day Loans, and also means all other promissory notes accepted
 from time to time in substitution therefor or renewal thereof.

          "Three-year Facility Commitment Amount" means $168,000,000, as that
amount may be reduced from time to time pursuant to Section 2.2.

          "Three-year Facility Commitment Termination Date" means the earliest
of

                    (a) the Stated Maturity Date with respect to the Three-year
          Loans;

                    (b) the date on which the Three-year Facility Commitment
          Amount is terminated in FULL OR reduced to zero pursuant to Section
          2.2; and

                    (c) the date on which any Commitment Termination Event
          occurs.

Upon the occurrence of any event described in clause (b) or (c), the
Commitments to make Three-year Loans shall terminate automatically and without
further action.

          "Three-year Loan" is defined in Section 2.1.1(b).

          "Three-year Note" means a promissory note of the Borrower payable to
any Lender, in the form of Exhibit A hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the



                                      -13-

<PAGE>


 aggregate Indebtedness of the Borrower to such Lender resulting from
 outstanding Three-year Loans, and also means all other promissory notes
 accepted from time to time in substitution therefor or renewal thereof.

          "Total Capitalization" shall mean, on any date of determination, the
 sum of (i) Debt of the Parent and its Subsidiaries on a consolidated basis and
 (ii) the amount, determined on a consolidated basis, in the capital stock
 account plus (or minus in the case of a deficit) the additional paid-in capital
 and retained earnings of the Parent and its Subsidiaries, and in any event, net
 of the value of treasury stock in such capital stock account.

          "Total Commitment Amount" means, on any date, $420,000,000, as such
amount may be reduced from time to time pursuant to Section 2.2.

          "Type" shall have the meaning assigned to such term in Section 1.5.

          "United States" or "U.S." means the United States of America, its
fifty States and the District of Columbia.

          "Welfare Plan" means a "welfare plan", as such term is defined in
section 3(1) of ERISA.

          "Year 2000 Problem" means, relative to any Person, any significant
 risk that computer hardware, software or equipment containing embedded
 microchips used in its businesses or operations will not, in the case of dates
 or time periods occurring after December 31, 1999, function at least as
 effectively as in the case of dates or time periods occurring prior to January
 1, 2000.

          SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the
 context otherwise requires, terms for which meanings are provided in this
 Agreement shall have such meanings when used in the Disclosure Schedule and in
 each Note, Borrowing Request, Continuation/Conversion Notice, Loan Document,
 notice and other communication delivered from time to time in connection with
 this Agreement or any other Loan Document.

          SECTION 1.3. Cross-References. Unless otherwise specified, references
 in this Agreement and in each other Loan Document to any Article or Section are
 references to such Article or Section of this Agreement or such other Loan
 Document, as the case may be, and, unless otherwise specified, references in
 any Article, Section or definition to any clause are references to such clause
 of such Article, Section or definition.

          SECTION 1.4. Accounting and Financial Determinations. Unless otherwise
 specified, all accounting terms used herein or in any other Loan Document shall
 be interpreted, all accounting determinations and computations hereunder or
 thereunder (including under Section 7.2.9) shall be made, and all financial
 statements required to be delivered hereunder or thereunder shall be prepared
 in accordance with, those generally accepted accounting principles in Canada,
 provided that for purposes of Section 7.2.9 and for purposes of any certificate
 related to determining compliance with such Section delivered pursuant to
 Section 7.1.1(a) or (d), such accounting principles will be conformed to such
 generally accepted accounting principles in Canada as in effect on December 31,
 1998 ("GAAP").

          SECTION 1.5. Types and Classes of Loans. Loans hereunder are
distinguished by "Class" and by "Type". The "Class" of a Loan (or of a
Commitment to make a Loan) refers to whether such Loan is a 364-day Loan or a
Three-year Loan, each of which constitutes a Class. The "Type" of a Loan refers
to whether such Loan is a Base Rate Loan or a LIBO Rate Loan, each of which
constitutes a Type. Loans may be identified by both Class and Type.


                                   ARTICLE II

                   COMMITMENTS, BORROWING PROCEDURES AND NOTES

           SECTION 2.1. Commitments. On the terms and subject to the conditions
  of this Agreement (including Article V), each Lender severally agrees to make
  Loans pursuant to the Commitments described in this Section 2.1.


                                      -14-


<PAGE>

           SECTION 2.1.1. Commitment of Each Lender. From time to time on any
 Business Day occurring (a) prior to the 364-day Facility Commitment Termination
 Date, each Lender will make loans (relative to such Lender, and of any Type,
 its "364-day Loans") to the Borrower equal to such Lender's Percentage of the
 364-day Facility Commitment Amount to be made on such day; and (b) prior to the
 Three-year Facility Commitment Termination Date, each Lender will make loans
 (relative to such Lender, and of any Type, its "Three-Year Loans", and
 collectively with the 364-day Loans, the "Loans") to the Borrower equal to such
 Lender's Percentage the Three-year Facility Commitment Amount to be made on
 such day. On the terms and subject to the conditions hereof, the Borrower may
 from time to time borrow, prepay and reborrow Loans.

          SECTION 2.1.2. Lenders Not Permitted or Required To Make Loans. No
Lender shall be permitted or required to make any Loan of any Class if, after
giving effect thereto, the aggregate outstanding principal amount of all Loans
of such Class

                    (a) of all Lenders would exceed the 364-day Facility
          Commitment Amount or the Three-year Facility Commitment Amount, as
          applicable, or

                    (b) of such Lender would exceed such Lender's Percentage of
          the 364-day Facility Commitment Amount or the Three-year Facility
          Commitment Amount, as applicable.

          SECTION 2.2. Reduction of Commitment Amount. The Borrower may, from
 time to time on any Business Day, voluntarily reduce the 364-day Facility
 Commitment Amount or the Three-year Facility Commitment Amount; provided,
 however, that all such reductions shall require at least three Business Days'
 prior notice to the Agent and be permanent, and any partial reduction of the
 364-day Facility Commitment Amount or the Three-year Facility Commitment Amount
 shall be in a minimum amount of $5,000,000 and in an integral multiple of
 $1,000,000.

          SECTION 2.3. Borrowing Procedure. By delivering a Borrowing Request to
 the Agent on or before 10:00 a.m., New York City time, on a Business Day, the
 Borrower may from time to time irrevocably request, on not less than one (in
 the case of Base Rate Loans) and three (in the case of LIBO Rate Loans) nor
 more than ten (in the case of all Loans) Business Days' notice, that a
 Borrowing be made in a minimum amount of $5,000,000 and an integral multiple of
 $1,000,000, or in the unused amount of the Commitments. On the terms and
 subject to the conditions of this Agreement, each Borrowing shall be comprised
 of the Type and Class of Loans, and shall be made on the Business Day,
 specified in such Borrowing Request. On or before 11:00 a.m. (New York City
 time) on such Business Day each Lender shall deposit with the Agent same day
 funds in an amount equal to such Lender's Percentage of the requested
 Borrowing. Such deposit will be made to an account which the Agent shall
 specify from time to time by notice to the Lenders. To the extent funds are
 received from the Lenders, the Agent shall make such funds available to the
 Borrower by wire transfer to the accounts the Borrower shall have specified in
 its Borrowing Request (and, if such an account is maintained at a bank located
 in the United States, the Agent will make such funds available by no later than
 2:00 p.m. (New York city time) on the day so received). No Lender's obligation
 to make any Loan shall be affected by any other Lender's failure to make any
 Loan.

          SECTION 2.4. Continuation and Conversion Elections. By delivering a
 Continuation/Conversion Notice to the Agent on or before 10:00 a.m., New York
 City time, on a Business Day, the Borrower may from time to time irrevocably
 elect, on not less than three nor more than ten Business Days' notice that all,
 or any portion in an aggregate minimum amount of $5,000,000 and an integral
 multiple of $1,000,000, of any Loans be, in the case of Base Rate Loans,
 converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted
 into a Base Rate Loan or continued as a LIBO Rate Loan (in the absence of
 delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan
 at least three Business Days before the last day of the then current Interest
 Period with respect thereto, such LIBO Rate Loan shall, on such last day,
 automatically convert to a Base Rate Loan); provided, however, that (i) each
 such conversion or continuation shall be pro rated among the applicable
 outstanding Loans of all Lenders, and (ii) no portion of the outstanding
 principal amount of any Loans may be continued as, or be converted into, LIBO
 Rate Loans when any Event of Default has occurred and is continuing.



                                      -15-



<PAGE>



         SECTION 2.5. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing one
of its foreign branches or affiliates (or an international banking facility
created by such Lender) to make or maintain such LIBO Rate Loan; provided,
however, that such LIBO Rate Loan shall nonetheless be deemed to have been made
and to be held by such Lender (including for purposes of Sections 4.3 through
4.6, inclusive), and the obligation of the Borrower to repay such LIBO Rate Loan
shall nevertheless be to such Lender for the account of such foreign branch,
affiliate or international banking facility. In addition, each of the Guarantors
and the Borrower hereby consent and agree that, for purposes of any
determination to be made for purposes of Sections 4.1, 4.2, 4.3 or 4.4, it shall
be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by
purchasing Dollar deposits in its LIBOR Office's interbank eurodollar market.

          SECTION 2.6. Notes. Each Lender's Loans of any Class under its
 Commitment for such Class shall be evidenced by a Note payable to the order of
 such Lender in a maximum principal amount equal to such Lender's Percentage of
 the 364-day Facility Commitment Amount or Three-year Facility Commitment
 Amount, as applicable. The Borrower hereby irrevocably authorizes each Lender
 to make (or cause to be made) appropriate notations on the grid attached to
 such Lender's Notes (or on any continuation of such grid), which notations, if
 made, shall evidence, inter alia, the date of, the outstanding principal of,
 and the interest rate and Interest Period applicable to the Loans evidenced
 thereby. Such notations shall be conclusive and binding on the Borrower absent
 manifest error; provided, however, that the failure of any Lender to make any
 such notations shall not limit or otherwise affect any Obligations of any of
 the Obligors.


                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

          SECTION 3.1. Repayments and Prepayments. The Borrower shall repay in
full the unpaid principal amount of each Loan upon the Stated Maturity Date for
such Loan. Prior thereto, the Borrower

                    (a) may, from time to time on any Business Day, make a
          voluntary prepayment, in whole or in part, of the outstanding
          principal amount of any Loans; provided, however, that

                             (i) any such prepayment shall be made pro rata
                   among Loans of the same Type (such Type to be specified by
                   the Borrower) of the Class or Classes of Loans being prepaid
                   and, if applicable, having the same Interest Period (such
                   Interest Period or Interest Periods to be specified by the
                   Borrower) of all Lenders;

                             (ii) any such prepayment shall be made among the
                    Class of Loans to be specified by the Borrower, for account
                    of the Lenders pro rata in accordance with the respective
                    unpaid principal amounts of the Loans of such Class held by
                    them;

                             (iii) all such voluntary prepayments shall require
                    at least three (or, in the case of Base Rate Loans, two) but
                    no more than ten Business Days' prior written notice to the
                    Agent; and

                             (iv) all such voluntary partial prepayments shall
                    be in an aggregate minimum amount of $1,000,000 and an
                    integral multiple of $1,000,000;

                    (b) shall, (i) on each date when any reduction in the
          364-day Facility Commitment Amount shall become effective, including
          pursuant to Section 2.2, make a mandatory prepayment of all 364-day
          Loans, equal to the excess, if any, of the aggregate outstanding
          principal amount of all 364-day Loans over the 364-day Facility
          Commitment Amount as so reduced, and (ii) on each date when any
          reduction in the Three-year Facility Commitment Amount shall become
          effective, including pursuant to Section 2.2, make a mandatory
          prepayment of all Three-year Loans, equal to the excess, if any, of
          the aggregate outstanding principal amount of all Three-year Loans
          over the Three-year Facility Commitment Amount as so reduced;



                                      -16-



<PAGE>



                   (c) shall, concurrently with the receipt by the Parent or any
          of its Subsidiaries of any Net Disposition Proceeds (excluding,
          however any Net Disposition Proceeds received pursuant to a
          Securitization) in connection with a sale, transfer, contribution or
          conveyance (excluding the first $150,000,000 of such Net Disposition
          Proceeds received after the date hereof), deliver to the Agent a
          notice including a calculation of the amount of such Net Disposition
          Proceeds and the Three-year Facility Commitment Amount (or if the
          Three-year Facility Commitment Amount is zero, the 364-day Facility
          Commitment Amount) shall automatically be reduced in an amount equal
          to 50% of such Net Disposition Proceeds;

                    (d) shall, concurrently with the receipt by the Parent or
          any of its Subsidiaries of any Net Disposition Proceeds in connection
          with a sale, transfer, lease, contribution or conveyance pursuant to a
          Securitization (excluding up to $50,000,000 of such Net Disposition
          Proceeds received after the date hereof), deliver to the Agent a
          notice including a calculation of the amount of such Net Disposition
          Proceeds and the Three-year Facility Commitment Amount (or if the
          Three-year Facility Commitment Amount is zero, the 364-day Facility
          Commitment Amount) shall automatically be reduced in an amount equal
          to 100% of such Net Disposition Proceeds;

                    (e) shall, immediately upon any acceleration of the Stated
          Maturity Date of any Loans pursuant to Section 8.2 or Section 8.3.,
          repay all Loans, unless, pursuant to Section 8.3. only a portion of
          all Loans is so accelerated, in which case the portion of the Loans so
          accelerated shall be repaid.

 Each prepayment of any Loans made pursuant to this Section shall be without
 premium or penalty, except as may be required by Section 4.4. No voluntary
 prepayment of principal of any Loans shall cause a reduction in the 364-day
 Facility Commitment Amount or the Three-year Facility Commitment Amount.

          SECTION 3.2. Interest Provisions. Interest on the outstanding
principal amount of Loans shall accrue and be payable in accordance with this
Section 3.2.

          SECTION 3.2.1. Rates. Pursuant to an appropriately delivered Borrowing
Request or Continuation/Conversion Notice, the Borrower may elect that Loans
comprising a Borrowing accrue interest at a rate per annum:

                   (a) on that portion maintained from time to time as a Base
          Rate Loan, equal to the Alternate Base Rate from time to time in
          effect plus the Applicable Margin; and

                    (b) on that portion maintained as a LIBO Rate Loan, during
          each Interest Period applicable thereto, equal to the sum of the LIBO
          Rate (Reserve Adjusted) for such Interest Period plus the Applicable
          Margin.

          The "LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be
 made, continued or maintained as, or converted into, a LIBO Rate Loan for any
 Interest Period, a rate per annum (rounded upwards, if necessary, to the
 nearest 1/16 of 1%) determined pursuant to the following formula:

             LIBO Rate        =         LIBO Rate
          (Reserve Adjusted)      -------------------------
                                    1.00 - LIBOR Reserve Percentage

          The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate
 Loans will be determined by the Agent on the basis of the LIBOR Reserve
 Percentage in effect on, and the applicable rates furnished to and received by
 the Agent from Scotiabank, two Business Days before the first day of such
 Interest Period.

           "LIBO Rate" means, relative to any Interest Period for LIBO Rate
  Loans, the rate of interest equal to the average (rounded upwards, if
  necessary, to the nearest 1/16 of 1%) of the rates per annum for Dollar
  deposits (for delivery on the first day of such Interest Period) which appear
  on the display designated "L1'BO" on the Reuter Monitor Money Rates Service
  (or such other page as may replace the LIBO page on such system for the
  purpose of displaying


                                      -17-


<PAGE>


London interbank offered rates for Dollar deposits) as at or about 11:00 a.m.
London time two Business Days prior to the beginning of such Interest Period.

          "LIBOR Reserve Percentage" means, relative to any interest Period for
LIBO Rate Loans, the reserve percentage (expressed as a decimal) equal to the
average maximum aggregate reserve requirements of the Lenders (including all
basic, emergency, supplemental, marginal and other reserves and taking into
account any transitional adjustments or other scheduled changes in reserve
requirements) specified under regulations issued from time to time by the F.R.S.
Board and then applicable to assets or liabilities consisting of and including
"Eurocurrency Liabilities", as currently defined in Regulation D of the F.R.S.
Board, having a term approximately equal or comparable to such Interest Period.

          All LIBO Rate Loans shall bear interest from and including the first
day of the applicable Interest Period to (but not including) the last day of
such Interest Period at the interest rate determined as applicable to such LIBO
Rate Loan.

          SECTION 3.2.2. Post-Maturity Rates. After the date any principal
amount of any Loan is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise), or after any other monetary Obligation of the
Borrower shall have become due and payable, the Borrower shall pay, but only to
the extent permitted by law, interest (after as well as before judgment) on such
amounts at a rate per annum equal to the Alternate Base Rate plus a margin of
2%.

          SECTION 3.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

                    (a) on the Stated Maturity Date therefor,

                    (b) on the date of any payment or prepayment, in whole or in
          part, of principal outstanding on such Loan, but only on the amount so
          prepaid;

                    (c) with respect to Base Rate Loans, on each Quarterly
          Payment Date;

                    (d) with respect to LIBO Rate Loans, the last day of each
          applicable Interest Period (and, if such interest Period shall exceed
          three months, on the three-month anniversary of the first day of such
          Interest Period);

                    (e) with respect to any Base Rate Loans converted into LIBO
          Rate Loans on a day when interest would not otherwise have been
          payable pursuant to clause (c) on the date of such conversion; and

                    (f) on that portion of any Loans the Stated Maturity Date of
          which is accelerated pursuant to Section 8.2 or Section 8.3,
          immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under this
Agreement or any other Loan Document after the date such amount is due and
payable (whether on the Stated Maturity Date, upon acceleration or otherwise)
shall be payable upon demand.

          SECTION 3.2.4. Pro Rata Treatment. Each payment of interest on any
Class of Loans by the Borrower shall be made for account of the Lenders pro rata
in accordance with the amounts of interest on such Loans then due and payable to
the respective Lenders.

          SECTION 3.3. Fees. The Borrower agrees to pay the fees set forth in
this Section 3.3. All such fees shall be non-refundable.

          SECTION 3.3.1. Commitment Fee. The Borrower agrees to pay to the Agent
for the account of each Lender, for the period (including any portion thereof
when its Commitment is suspended by reason of the Borrower's inability to
satisfy any condition of Article V commencing on the Effective Date and
continuing to but excluding the applicable


                                      -18-



<PAGE>


 Commitment Termination Date, a commitment fee at the rate of the Applicable
 Commitment Fee per annum on such Lender's Percentage of the sum of the average
 daily unused portion of the Total Commitment Amount. Such commitment fees shall
 be payable by the Borrower in arrears on each Quarterly Payment Date,
 commencing with the first such day following the Effective Date, and on the
 Commitment Termination Date.

          SECTION 3.3.2. Other Fees. The Borrower agrees to pay to Scotiabank
for its own account the fees set forth in the Fee Letter.


                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

          SECTION 4.1. LIBO Rate Lending Unlawful. If any Lender shall
 reasonably determine (which determination shall, upon notice thereof to the
 Borrower and the Lenders, be conclusive and binding on the Borrower) that the
 introduction of or any change in or in the interpretation of any law makes it
 unlawful, or any central bank or other governmental authority asserts that it
 is unlawful, for such Lender to make, continue or maintain any Loan as, or to
 convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to
 make, continue, maintain or convert any such Loans shall, upon such
 determination, forthwith be suspended until such Lender shall notify the Agent
 that the circumstances causing such suspension no longer exist, and all LIBO
 Rate Loans of such Lender shall automatically convert into Base Rate Loans at
 the end of the then current Interest Periods with respect thereto or sooner, if
 required by such law or assertion.

          SECTION 4.2. Deposits Unavailable. If the Agent shall have determined
that

                    (a) Dollar deposits in the relevant amount and for the
          relevant Interest Period are not available to the Required Lenders in
          the London interbank market; or

                    (b) by reason of circumstances affecting the London
          interbank market, adequate means do not exist for ascertaining the
          interest rate applicable hereunder to LIBO Rate Loans,

then, upon notice from the Agent to the Borrower and the Lenders, the
obligations of all Lenders under Section 2.3 and Section 2.4 to make or continue
any Loans as, or to convert any Loans into, LIBO Rate Loans shall forthwith be
suspended until the Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.

          SECTION 4.3. Increased LIBO Rate Loan Costs, etc. The Borrower agrees
to reimburse each Lender for any increase in the cost to such Lender of, or any
reduction in the amount of any sum receivable by such Lender is respect of,
making, continuing or maintaining (or of its obligation to make, continue or
maintain) any Loans as, or of converting (or of its obligation to convert) any
Loans into, LIBO Rate Loans, resulting from any change after the date hereof in
United States federal, state or foreign laws or regulations or the adoption or
making after the date hereof of any interpretations, directives or requirements
applying to a class of commercial banks that includes such Lender under any
United States federal, state or foreign laws or regulations (whether or not
having the force of law) by any court or governmental or monetary authority
charged with the interpretation or administration thereof. Such Lender shall
promptly notify the Agent and the Borrower in writing of the occurrence of any
such event, such notice to state, in reasonable detail, the reasons therefor and
the additional amount required fully to compensate such Lender for such
increased cost or reduced amount. Such additional amounts shall be payable by
the Borrower directly to such Lender within five Business Days of its receipt of
such notice, and such notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Borrower.

          SECTION 4.4. Funding Losses. In the event any Leader shall incur any
loss or expense (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to


                                      -19-


<PAGE>



 make, continue or maintain any portion of the principal amount of any Loan as,
 or to convert any portion of the principal amount of any Loan into, a LIBO Rate
 Loan) as a result of

                   (a) any conversion or repayment or prepayment of the
          principal amount of any LIBO Rate Loans on a date other than the
          scheduled last day of the Interest Period applicable thereto, whether
          pursuant to Section 3.1 or otherwise;

                   (b) any Loans not being made as LIBO Rate Loans in accordance
          with the Borrowing Request therefor as a result of any action taken or
          not taken by any Obligor, or

                   (c) any Loans not being continued as, or converted into, LIBO
          Rate Loans in accordance with the Continuation/ Conversion Notice
          therefor as a result of any action taken or not taken by any Obligor,

 then, upon the written notice of such Lender to the Borrower (with a copy to
 the Agent), the Borrower shall, within ten days of its receipt thereof, pay
 directly to such Lender such amount as will (in the reasonable determination of
 such Lender) reimburse such Lender for such loss or expense. Such written
 notice (which shall include calculations in reasonable detail) shall, in the
 absence of manifest error, be conclusive and binding on the Borrower.

          SECTION 4.5. Increased Capital Costs. If any change in, or the
 introduction, adoption, effectiveness, interpretation, reinterpretation or
 phase-in of, in each case after the date hereof, any law or regulation,
 directive, guideline, decision or request (whether or not having the force of
 law) of any court, central bank, regulator or other governmental authority
 affects or would affect the amount of capital required or expected to be
 maintained by any Lender or any Person controlling such Lender, and such Lender
 determines (in its sole and absolute discretion) that the rate of return on its
 or such controlling Person's capital as a consequence of its Commitment or the
 Loans made by such Lender is reduced to a level below that which such Lender or
 such controlling Person could have achieved but for the occurrence of any such
 circumstance, then, in any such case upon notice from time to time by such
 Lender to the Borrower, the Borrower shall, within five days of its receipt of
 such notice, pay directly to such Lender additional amounts sufficient to
 compensate such Lender or such controlling Person for such reduction in rate of
 return. A statement of such Lender as to any such additional amount or amounts
 (including calculations thereof in reasonable detail) shall, in the absence of
 manifest error, be conclusive and binding on the Borrower. In determining such
 amount, such Lender may use any method of averaging and attribution that it
 reasonably shall deem applicable.

          SECTION 4.6. Taxes.

                   (a) All payments by either of the Obligors of principal of,
          and interest on, the Loans and all other amounts payable hereunder
          shall be made free and clear of and without deduction for any present
          or future income, excise, stamp or franchise taxes and other taxes,
          fees, duties, withholdings or other charges of any nature whatsoever
          imposed by any taxing authority, but excluding United States
          withholding taxes, franchise taxes and taxes imposed on or measured by
          any Lender's or the Agent's income or receipts (such non-excluded
          items being called "Taxes"). In the event that any withholding or
          deduction from any payment to be made by either of the Obligors
          hereunder is required in respect of any Taxes pursuant to any
          applicable law, rule or regulation, then such Obligor will

                            (i) pay directly to the relevant authority the full
                    amount required to be so withheld or deducted;

                            (ii) promptly forward to the Agent an official
                   receipt or other documentation reasonably satisfactory to the
                   Agent evidencing such payment to such authority; and

                            (iii) pay to the Agent for the account of the
                   Lenders such additional amount or amounts as is necessary to
                   ensure that the net amount actually received by each Lender
                   will equal the full amount such Lender would have received
                   had no such withholding or deduction been required.



                                      -20-


<PAGE>


          Moreover, if any Taxes are directly asserted against the Agent or any
          Lender with respect to any payment received by the Agent or such
          Lender hereunder, the Agent or such Lender may pay such Taxes and such
          Obligor will promptly pay such additional amounts (including any
          penalties, interest or expenses) as is necessary in order that the net
          amount received by such person after the payment of such Taxes
          (including any Taxes on such additional amount) shall equal the
          amount such person would have received had not such Taxes been
          asserted.

                   (b) If either of the Obligors fails to pay any Taxes when due
          to the appropriate taxing authority or fails to remit to the Agent,
          for the account of the respective Lenders, the required receipts or
          other required documentary evidence, such Obligor shall indemnify the
          Lenders for any incremental Taxes, interest or penalties that may
          become payable by any Lender as a result of any such failure. For
          purposes of this Section 4.6, a distribution hereunder by the Agent or
          any Lender to or for the account of any Lender shall be deemed a
          payment by the Obligor that made the relevant payment to the Agent

                   (c) On or prior to the making of the first Loan hereunder,
          and thereafter upon the request of the Borrower or the Agent, each
          Lender that is organized under the laws of a jurisdiction other than
          the United States shall execute and deliver to the Borrower and the
          Agent, on or about the first scheduled payment date in each Fiscal
          Year, one or more (as the Borrower or the Agent may reasonably
          request) United States Internal Revenue Service Form W-8BEN (or, if
          delivered on or before December 31, 1999, Internal Revenue Service
          Form 1001) or United States Internal Revenue Service Form W-8ECI (or,
          if delivered on or before December 31, 1999, Internal Revenue Service
          Form 4224) or such other forms or documents (or successor forms or
          documents), appropriately completed, as may be applicable to establish
          the extent, if any, to which a payment to such Lender is exempt from
          withholding or deduction of Taxes.

          SECT10N 4.7. Payments, Computations, etc. Unless otherwise expressly
provided, all payments by the Borrower pursuant to this Agreement, the Notes or
any other Loan Document shall be made by the Borrower to the Agent for the pro
rata account of the Lenders entitled to receive such payment. All such payments
required to be made to the Agent shall be transmitted by the Borrower to the
Agent, without setoff, deduction or counterclaim, not later than 11:00 a.m., New
York City time, on the date due, in immediately available funds, to such account
as the Agent shall specify from time to time by notice to the Borrower. Funds
received after that time shall be deemed to have been received by the Agent on
the next succeeding Business Day. The Agent shall promptly remit in same day
funds to each Lender its share, if any, of such payments received by the Agent
for the account of such Lender. All interest and fees shall be computed on the
basis of the actual number of days (including the first day but excluding the
last day) occurring during the period for which such interest or fee is payable
over a year comprised of 360 days (or, in the case of interest on a Base Rate
Loan, 365 days or, if appropriate, 366 days). Whenever any payment to be made
shall otherwise be due on a day which is not a Business Day, such payment shall
(except as otherwise required by clause (c) of the definition of the term
"Interest Period") be made on the next succeeding Business Day and such
extension of time shall be included in computing interest and fees, if any, in
connection with such payment.

          SECTION 4.8. Sharing of Payments. If any Lender shall obtain any
 payment or other recovery (whether voluntary, involuntary, by application of
 setoff or otherwise) on account of any Loan (other than pursuant to the terms
 of Sections 4.3, 4.4 and 4.5) in excess of its pro rata share of payments then
 or therewith obtained by all Lenders, such Lender shall purchase from the other
 Lenders such participations in Loans made by them as shall be necessary to
 cause such purchasing Lender to share the excess payment or other recovery
 ratably with each of them; provided, however, that if all or any portion of the
 excess payment or other recovery is thereafter recovered from such purchasing
 Lender, the purchase shall be rescinded and each Lender which has sold a
 participation to the purchasing Lender shall repay to the purchasing Lender the
 purchase price to the ratable extent of such recovery together with an amount
 equal to such selling Lender's ratable share (according to the proportion of

                    (a) the amount of such selling Lender's required repayment
          to the purchasing Lender, to

                    (b) the total amount so recovered from the purchasing
          Lender)



                                      -21-



<PAGE>


 of any interest or other amount paid or payable by the purchasing Lender in
 respect of the total amount so recovered. Each of the Obligors agrees that any
 Lender so purchasing a participation from another Lender pursuant to this
 Section may, to the fullest extent permitted by law, exercise all its rights of
 payment (including pursuant to Section 4.9) with respect to such participation
 as fully as if such Lender were the direct creditor of such Obligor in the
 amount of such participation. If under any applicable bankruptcy, insolvency or
 other similar law, any Lender receives a secured claim in lieu of a setoff to
 which this Section applies, such Lender shall, to the extent practicable,
 exercise its rights in respect of such secured claim in a manner consistent
 with the rights of the Lenders entitled under this Section to share in the
 benefits of any recovery on such secured claim.

          SECTION 4.9. Setoff. Each Lender shall, upon the occurrence of any
 Event of Default, have the right to set off against and apply to the payment of
 the Obligations then due and payable to it any and all balances, credits,
 deposits, accounts or moneys of such Obligor then or thereafter maintained with
 such Lender; provided, however, that any such appropriation and application
 shall be subject to the provisions of Section 4.8 and any applicable laws. Each
 Lender agrees promptly to notify the Obligors and the Agent after any such
 setoff and application made by such Lender, provided, however, that the failure
 to give such notice shall not affect the validity of such setoff and
 application. The rights of each Lender under this Section are in addition to
 other rights and remedies (including other rights of setoff under applicable
 law or otherwise) which such Lender may have.

          SECTION 4.10. Replacement of Lenders. Each Lender hereby severally
 agrees that if such Lender (a "Subject Lender") either (i) gives a notice
 pursuant to Section 4.1 or (ii) makes a demand upon the Borrower for (or if the
 Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or
 4.6, the Borrower may, within 90 days of receipt by the Borrower of such notice
 or demand (or the occurrence of such other event causing the Borrower to be
 required to pay such compensation) give notice (a "Replacement Notice") in
 writing to the Agent and such Lender of its intention to replace such Lender
 with a commercial lending institution designated in such Replacement Notice. If
 the Agent shall, in the exercise of its reasonable discretion and within 30
 days of its receipt of such Replacement Notice, notify the Borrower and such
 Subject Lender in writing that the designated commercial lending institution is
 satisfactory to the Agent, then such Lender shall, so long as no Default shall
 have occurred and be continuing, assign, in accordance with Section 10.11.1,
 all of its Commitments, Loans, Notes and other rights and obligations under
 this Agreement and all other Loan Documents to such designated commercial
 lending institution; provided, however, that (i) such assignment shall be
 without recourse, representation or warranty and shall be on terms and
 conditions reasonably satisfactory to such Lender and such designated
 commercial lending institution and (ii) the purchase price paid by such
 designated commercial lending institution shall be in the amount of such
 Lender's Loans, together with all accrued and unpaid interest and fees in
 respect thereof, plus all other amounts (including the amounts demanded and
 unreimbursed under Section 4.3, 4.5 or 4.6, as the case may be), owing to the
 Subject Lender hereunder. Upon the effective date of such Assignment, the
 Borrower shall issue a replacement Note or Notes, as the case may be, to such
 designated commercial lending institution and such institution shall become a
 "Lender" for all purposes under this Agreement and the other Loan Documents.


                                    ARTICLE V

                             CONDITIONS TO BORROWING

           SECTION 5.1. Initial Borrowing. The obligations of the Lenders to
 fund the initial Borrowing shall be subject to the prior or concurrent
 satisfaction of each of the conditions precedent set forth in this Section 5.1.

          SECTION 5.1.1. Resolutions, etc. The Agent shall have received from
each Obligor a certificate, dated the date of the initial Borrowing, of its
Secretary or Assistant Secretary as to

                    (a) resolutions of its Board of Directors then in full force
           and effect authorizing the execution, delivery and performance of
           this Agreement and each other Loan Document to be executed by it; and



                                      -22-



<PAGE>



                   (b) the incumbency and signatures of those of its officers
          authorized to act with respect to this Agreement and each other Loan
          Document executed by it,

 upon which certificate each Lender may conclusively rely until it shall have
 received a further certificate of the Secretary of such Obligor canceling or
 amending such prior certificate.

          SECTION 5.1.2. Delivery of Notes. The Agent shall have received, for
the account of each Lender, its 364-day Note and its Three-year Note duly
executed and delivered by the Borrower.

          SECTION 5.1.3. Opinions of Counsel. The Agent shall have received
opinions, dated the date of the initial Borrowing and addressed to the Agent and
all Lenders, from

                   (a) Chadbourne & Parke LLP, New York counsel to the Obligors,
          substantially in the form of Exhibit E hereto; and

                   (b) Tory Tory DesLauriers & Binnington, Ontario counsel to
          the Obligors, substantially in the form of Exhibit F hereto.

          SECTION 5.1.4. Closing Fees, Expenses. etc. The Agent shall have
received for its own account, or for the account of each Lender, as the case may
be, all fees, costs and expenses due and payable pursuant to Sections 3.3 and
10.3, if then invoiced.

          SECTION 5.1.5. Satisfactory Legal Form. All documents executed or
 submitted pursuant hereto by or on behalf of each Obligor shall be reasonably
 satisfactory in form and substance to the Agent and its counsel; the Agent and
 its counsel shall have received all information, approvals, opinions, documents
 or instruments as the Agent or its counsel may reasonably request.

          SECTION 5.1.6. Repayment of Loans under Existing Credit Agreement. The
 Borrower shall have paid in full all principal of loans outstanding under the
 Existing Credit Agreement, together with all accrued but unpaid interest
 thereon and all other amounts then due and payable to the lenders under the
 Existing Credit Agreement.

          SECTION 5.2. All Borrowings. The obligation of each Lender to fund
 any Loan on the occasion of any Borrowing (including the initial Borrowing)
 shall be subject to the satisfaction of each of the conditions precedent set
 forth in this Section 5.2.

        SECTION 5.2.1. Compliance with Warranties, No Default, etc. Both before
 and after giving effect to any Borrowing (but, if any Default of the nature
 referred to in Section 8.1.5 shall have occurred with respect to any Relevant
 Indebtedness referred to in Section 8.1.5, without giving effect to the
 application, directly or indirectly, of the proceeds thereof) the following
 statements shall be true and correct

                   (a) the representations and warranties set forth in Article
          VI shall be true and correct in all material respects with the same
          effect as if then made (unless stated to relate solely to an earlier
          date, in which case such representations and warranties shall be true
          and correct in all material respects as of such earlier date); and

                   (b) no Default shall have then occurred and be continuing.

          SECTION 5.2.2. Borrowing Request. The Agent shall have received a
 Borrowing Request for such Borrowing. Each of the delivery of a Borrowing
 Request and the acceptance by the Borrower of the proceeds of such Borrowing
 shall constitute a representation and warranty by the Obligors that on the date
 of such Borrowing (both immediately before and after giving effect to such
 Borrowing and the application of the proceeds thereof) the statements made in
 Section 5.2.1 are true and correct.



                                      -23-


<PAGE>



                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

          In order to induce the Lenders and the Agent to enter into this
 Agreement and to make Loans hereunder, each of the Guarantors and the Borrower
 represents and warrants to the Agent and each Lender as set forth in this
 Article VI.

          SECTION 6.1. Organization. etc. Each of the Guarantors and the
Borrower and each of the Significant Subsidiaries

                    (a) is a corporation validly organized and existing and in
          good standing under the laws of the jurisdiction of its incorporation,
          is duly qualified to do business and is in good standing as a foreign
          corporation in each jurisdiction where the nature of its business
          requires such qualification, except where any such failure to be so
          qualified would not reasonably be expected to have a Material Adverse
          Effect (and, provided, that any dissolution, liquidation,
          amalgamation, consolidation or merger of any Significant Subsidiary
          shall not, in and of itself, be a misrepresentation under this Section
          6.1(a)), and

                    (b) has full power and authority and holds all requisite
          governmental licenses, permits and other approvals to (i) enter into
          and perform its Obligations under this Agreement, the Notes and each
          other Loan Document to which it is a party and (ii) except where the
          failure to hold such licenses, permits and other approvals,
          individually or in the aggregate, would not reasonably be expected to
          have a Material Adverse Effect, to own and hold under lease its
          property and to conduct its business substantially as currently
          conducted by it.

 On the date hereof, for the purposes of the Business Corporations Act
(Ontario), the Borrower is a Subsidiary of the Parent.

          SECTION 6.2. Due Authorization, Non-Contravention, etc. The execution,
 delivery and performance by each of the Guarantors and the Borrower of this
 Agreement, the Notes and each other Loan Document executed or to be executed by
 it, are within each Guarantor's and the Borrower's corporate powers, as
 applicable, have been duly authorized by all necessary corporate action, and do
 not

                    (a) contravene any Guarantor's or the Borrower's Organic
          Documents;

                    (b) contravene any contractual restriction, law or
          governmental regulation or court decree or order binding on or
          affecting any Guarantor or the Borrower that is, in each such case,
          material or the contravention of which could materially adversely
          affect the Lenders; or

                    (c) result in, or require the creation or imposition of, any
          Lien (other than Permitted Liens) on any of the Guarantors' or the
          Borrower's properties.

          SECTION 6.3. Government Approval, Regulation, etc. No authorization or
 approval or other action by, and no notice to or filing with, any governmental
 authority or regulatory body or other Person is required for the due execution,
 delivery or performance by the Guarantors or the Borrower of this Agreement,
 the Notes or any other Loan Document, except for authorizations, approvals,
 actions, notices and filings which have been duly obtained, taken, given or
 made and are in full force and effect. None of the Guarantors, the Borrower nor
 any of their respective Subsidiaries is an "investment company" within the
 meaning of the Investment Company Act of 1940, as amended, or a "holding
 company", or a "subsidiary company" of a "holding company", or an "affiliate"
 of a "holding company" or of a "subsidiary company" of a "holding company",
 within the meaning of the Public Utility Holding Company Act of 1935, as
 amended.



                                      -24-


<PAGE>

          SECTION 6.4. Validity, etc. This Agreement constitutes, and the Notes
 and each other Loan Document executed by the Guarantors and the Borrower will,
 on the due execution and delivery thereof, constitute, the legal, valid and
 binding obligations of the Guarantors and the Borrower, as the case may be,
 enforceable against each of the Guarantors and the Borrower, as the case may
 be, in accordance with their respective terms, except as enforceability may be
 limited by any applicable bankruptcy, moratorium, insolvency, fraudulent
 conveyance or other laws affecting creditors' rights generally.

          SECTION 6.5. Financial Information. The consolidated balance sheet of
 the Parent and each of its Subsidiaries as at December 31, 1998, and the
 related consolidated statements of earnings and cash flows of the Parent and
 each of its Subsidiaries, copies of which have been furnished to the Agent,
 have been prepared in accordance with GAAP consistently applied, and present
 fairly the consolidated financial condition of the Parent and its Subsidiaries
 covered thereby as at the dates thereof and the results of their operations for
 the periods then ended, in accordance with GAAP.

          SECTION 6.6. No Material Adverse Change. Since the date of the
 financial statements described in Section 6.5 to and including the date of the
 initial Borrowing, there has been no material adverse change in the prospects
 of the Parent and its Subsidiaries taken as a whole. Since the date of the
 financial statements described in Section 6.5, there has been no material
 adverse change in the financial condition, operations or properties of the
 Parent and its Subsidiaries taken as a whole.

         SECTION 6.7. Litigation, Labor Controversies. etc. There is no pending
or, to the knowledge of the Parent and the Borrower, threatened litigation,
action, proceeding, or labor controversy affecting the Parent, the Borrower or
any of their respective Subsidiaries, or any of their respective properties,
businesses, assets or revenues, which would reasonably be expected to have a
Material Adverse Effect, except as disclosed in Item 6.7 ("Litigation") of the
Disclosure Schedule.

         SECTION 6.8. Ownership of Properties; Liens; Etc.

          (a) The Parent and each of its Subsidiaries has valid title to or
 rights to use all of its material properties and assets, real and personal,
 tangible and intangible, of any nature whatsoever (including patents,
 trademarks, trade names, service marks and copyrights), free and clear of all
 Liens or claims (including infringement claims with respect to patents,
 trademarks, copyrights and the like) except Permitted Liens, except where the
 failure to have such title or right would not reasonably be expected to have a
 Material Adverse Effect.

          (b) Item 6.8 ("Existing Liens") of the Disclosure Schedule is a
 complete and current list, as of the date hereof, of each Lien securing
 Indebtedness of any Person in an aggregate principal amount in excess of
 $5,000,000 and covering any property or assets of the Parent or any of its
 Subsidiaries, and the aggregate Indebtedness secured (or that may be secured)
 by each such Lien, and the property or assets covered by each such Lien is
 correctly described in said Item 6.8.

           SECTION 6.9. Taxes. The Parent and each of its Subsidiaries has filed
 all material tax returns and reports required by law to have been filed by it
 and has paid all taxes and governmental charges thereby shown to be owing,
 except any such taxes or charges which are being diligently contested in good
 faith by appropriate proceedings and for which adequate reserves in accordance
 with GAAP shall have been set aside on its books.

         SECTION 6.10. Pension and Welfare Plans. During the twelve-consecutive-
month period prior to the date of (a) the execution and delivery of this
Agreement and (b) any Borrowing hereunder, no steps have been taken to terminate
any Pension Plan which has or would result in a material liability to the Parent
and its Subsidiaries, taken as a whole, and no contribution failure has occurred
with respect to any Pension Plan sufficient to give rise to a Lien under section
302(f) of ERISA which has or would result in a material liability to the Parent
and its Subsidiaries, taken as a whole. No condition exists or event or
transaction has occurred with respect to any Pension Plan which would reasonably
be expected to result in the incurrence by the Parent or any member of the
Controlled Group of any liability which would reasonably be expected to have a
Material Adverse Effect. Except as disclosed in Item 6.10 ("Employee



                                      -25-


<PAGE>


 Benefit Plans") of the Disclosure Schedule, neither of the Obligors has any
 contingent liability with respect to any postretirement benefit under a Welfare
 Plan which has or would result in a material liability to the Parent and its
 Subsidiaries, taken as a whole, other than liability for continuation coverage
 described in part 6 of Title I of ERISA.

         SECTION 6.11. Environmental Warranties. Except as set forth in Item
6.11 ("Environmental Matters") of the Disclosure Schedule:

                    (a) all facilities and property (including underlying
          groundwater) owned or leased by the Parent or any of its Subsidiaries
          have been, and continue to be, owned or leased by the Parent and its
          Subsidiaries in compliance with all Environmental Laws, except for
          instances of non-compliance that would not reasonably be expected to
          have a Material Adverse Effect;

                    (b) there are no pending or threatened

                            (i) claims, complaints, notices or requests for
                    information received by the Parent or any of its
                    Subsidiaries with respect to any alleged violation of any
                    Environmental Law, which violation, if proven, has the
                    reasonable potential to result in a fine, penalty or order
                    that would reasonably be expected to have a Material Adverse
                    Effect, or

                            (ii) complaints or governmental notices or inquiries
                    to the Parent or any of its Subsidiaries regarding potential
                    material liability under any Environmental Law;

                   (c) there have been no Releases of Hazardous Materials at, on
          or under any property now (or, to the Parent's knowledge, any property
          previously) owned or leased by the Parent or any of its Subsidiaries
          that, singly or in the aggregate, have, or would reasonably be
          expected to have, a Material Adverse Effect;

                   (d) the Parent and its Subsidiaries have been issued and are
          in material compliance with all permits, certificates, approvals,
          licenses and other authorizations relating to environmental matters
          and necessary for the conduct of their businesses, or, if such permit,
          certificate, approval, license or other authorization has not been
          issued, its absence would not reasonably be expected to have a
          Material Adverse Effect;

                   (e) no property now (or, to the Parent's knowledge, no
          property previously) owned or leased by the Parent or any of its
          Subsidiaries is listed or proposed for listing (with respect to owned
          property only) on the National Priorities List pursuant to CERCLA, on
          the CERCLIS or on any similar state list of sites requiring
          investigation or clean-up;

                   (f) to the knowledge of the Parent, there are no underground
          storage tanks, active or abandoned, including petroleum storage tanks,
          on or under any property now or previously owned or leased by the
          Parent or any of its Subsidiaries that, singly or in the aggregate,
          have, or may reasonably be expected to have, a Material Adverse
          Effect;

                   (g) neither the Parent nor any Subsidiary of the Parent has
          directly transported or directly arranged for the transportation of
          any Hazardous Material to any location which is listed or proposed for
          listing on the National Priorities List pursuant to CERCLA, on the
          CERCLIS or on any similar state list or which is the subject of
          federal, state or local enforcement actions or other investigations
          which may lead to material claims against the Parent or such
          Subsidiary thereof for any remedial work, damage to natural resources
          or personal injury, including claims under CERCLA; and

                   (h) to the knowledge of the Parent, there are no
          polychlorinated biphenyls or friable asbestos present at any property
          now or previously owned or leased by the Guarantor or any Subsidiary
          of the Parent that, singly or in the aggregate, have, or may
          reasonably be expected to have, a Material Adverse Effect.



                                      -26-



<PAGE>



          SECTION 6.12. Regulations U, T and X The Borrower is not engaged in
 the business of extending credit for the purpose of purchasing or carrying
 margin stock, and no proceeds of any Loans will be used for a purpose which
 violates F.R.S. Board Regulation U, T or X. Terms for which meanings are
 provided in F.R.S. Board Regulation U, T or X or any regulations substituted
 therefor, as from time to time in effect, are used in this Section with such
 meanings.

          SECTION 6.13. Year 2000 Problem. The Parent has conducted a reasonable
 investigation of its operations and those of its respective Subsidiaries and
 major commercial counterparties with a view to assessing whether its business
 will, in the receipt, transmission, processing, manipulation, storage,
 retrieval, retransmission or other utilization of data, be vulnerable to a Year
 2000 Problem. Based on such review, the Parent has no reason to believe that a
 Material Adverse Effect will result from a Year 2000 Problem.

          SECTION 6.14. Accuracy of Information. All factual information
 heretofore or contemporaneously furnished by or on behalf of any Guarantor or
 the Borrower in writing to the Agent or any Lender for purposes of or in
 connection with this Agreement or any transaction contemplated hereby is, and
 all other such factual information hereafter furnished by or on behalf of any
 Guarantor and the Borrower in writing to the Agent or any Lender will be, true
 and accurate in every material respect on the date as of which such information
 is dated or certified, and such information is not, or shall not be, as the
 case may be, incomplete by omitting to state any material fact necessary to
 make such information not misleading in light of the circumstances in which
 made.


                                   ARTICLE VII

                                    COVENANTS

          SECTION 7.1. Affirmative Covenants. Each of the Parent and the
 Borrower agrees with the Agent and each Lender that, until all Commitments have
 terminated and all Obligations have been paid and performed in full, the Parent
 and the Borrower will perform the obligations set forth in this Section 7.1.

          SECTION 7.1.1. Financial Information, Reports, Notices, etc. The
Parent will furnish, or will cause to be furnished, to the Agent (with
sufficient copies for each Lender) copies of the following financial statements,
reports, notices and information:

                   (a) as soon as available and in any event within 60 days
          after the end of each Fiscal Quarter of the Parent, a consolidated
          balance sheet of the Parent and its Subsidiaries as of the end of such
          Fiscal Quarter and consolidated statements of earnings and cash flows
          of the Parent and its Subsidiaries for such Fiscal Quarter, certified
          by the chief financial Authorized Officer of the Parent, together with
          a Compliance Certificate;

                   (b) as soon as available and in any event within 60 days
          after the end of each Fiscal Quarter of the Borrower, a consolidated
          balance sheet of the Borrower and its Subsidiaries as of the end of
          such Fiscal Quarter and consolidated statements of earnings and cash
          flows of the Borrower and its Subsidiaries for such Fiscal Quarter,
          certified by the chief financial Authorized Officer of the Borrower,

                   (c) as soon as available after the end of each Fiscal Quarter
          of MNAI, a balance sheet of MNAI as of the end of such Fiscal Quarter
          and statements of earnings and cash flows of MNAI for such Fiscal
          Quarter, certified by the chief financial Authorized Officer of MNAI;

                    (d) as soon as available and in any event within 120 days
           after the end of each Fiscal Year of the Parent, a copy of the annual
           audit report for such Fiscal Year for the Parent and its
           Subsidiaries, including therein a consolidated balance sheet of the
           Parent and its Subsidiaries as of the end of such Fiscal Year and
           consolidated statements of earnings and cash flows of the Parent and
           its Subsidiaries for such Fiscal Year, in each case certified
           (without any Impermissible Qualification) by PricewaterhouseCoopers
           LLP or other recognized firm of chartered accountants, together with
           a Compliance Certificate;



                                      -27-



<PAGE>



                   (e) as soon as available after the end of each Fiscal Year of
          the Borrower, a consolidated balance sheet of the Borrower and its
          Subsidiaries as of the end of such Fiscal Year and consolidated
          statements of earnings and cash flows of the Borrower and its
          Subsidiaries for such Fiscal Year, certified by the chief financial
          Authorized Officer of the Borrower;

                   (f) as soon as available after the end of each Fiscal Year of
          MNAI, a balance sheet of MNAI as of the end of such Fiscal Year and
          statements of earnings and cash flows of MNAI for such Fiscal Year,
          certified by the chief financial Authorized Officer of MNAI;

                   (g) as soon as possible and in any event within five Business
          Days after the occurrence of each Default, a statement of the chief
          financial Authorized Officer of the Parent setting forth details of
          such Default and the action which the Parent has taken and proposes to
          take with respect thereto;

                   (h) within ten Business Days of becoming aware of the
          institution of any steps by the Parent or any other Person to
          terminate any Pension Plan, or the failure to make a required
          contribution to any Pension Plan if such failure is sufficient to give
          rise to a Lien under section 302(f) of ERISA, or the taking of any
          action with respect to a Pension Plan which could result in the
          requirement that the Parent furnish a bond or other security to the
          PBGC or such Pension Plan, or the occurrence of any event with respect
          to any Pension Plan which could result in the incurrence by the Parent
          of any material liability, or any material increase in the contingent
          liability of the Parent with respect to any post-retirement Welfare
          Plan benefit, notice thereof and copies of all documentation relating
          thereto; and

                   (i) such other information respecting the condition or
          operations, financial or otherwise, of the Parent or any of its
          Subsidiaries as any Lender through the Agent (or, in the case of
          information regarding any such Subsidiary that is not a Significant
          Subsidiary, as the Agent) may from time to time reasonably request.

          SECTION 7.1.2. Compliance with Laws, etc. The Parent will, and will
 cause each of its Subsidiaries to, comply in all material respects with all
 applicable laws, rules, regulations and orders, except for any failures to
 comply that would not reasonably be expected to have a Material Adverse Effect,
 such compliance to include (without limitation), the payment, before the same
 become delinquent, of all material taxes, assessments and governmental charges
 imposed upon it or upon its property except to the extent being diligently
 contested in good faith by appropriate proceedings and for which adequate
 reserves in accordance with GAAP shall have been set aside on its books.

          SECTION 7.1.3. Books and Records. The Parent will, and will cause
 each of its Subsidiaries to, keep books and records which accurately reflect
 its business affairs and transactions and, upon reasonable notice to the
 Parent, (x) permit the Agent and each Lender or any of their respective
 representatives, at reasonable times and intervals, to visit all of its
 offices, to discuss its financial matters with its officers and to examine any
 of its books or other corporate records, subject to normal security and
 confidentiality rules of the Parent, and (y) permit the Agent and each Lender
 and any of their respective representatives, once annually at the Parent's
 expense and at any other reasonable interval at any Lender's expense, to
 discuss financial matters with its independent public accountants, with the
 Parent present (if it so chooses) during such discussions (and the Parent
 hereby authorizes such independent public accountants to discuss the Parent's
 financial matters with each Lender or its representatives).

          SECTION 7.1.4. Environmental Covenant. The Parent will, and will cause
each of its Subsidiaries to,

                   (a) use and operate all of its facilities and properties in
          material compliance with all Environmental Laws, keep all necessary
          material permits, approvals, certificates, licenses and other
          authorizations relating to environmental matters in effect and remain
          in material compliance therewith, and handle all Hazardous Materials
          in material compliance with all applicable Environmental Laws; and

                   (b) within five Business Days after the receipt of the same,
          notify the Agent and provide copies upon receipt of all written
          claims, complaints, notices of violation or orders relating to
          compliance with Environmental Laws or the handling or release of
          Hazardous Materials, unless such document alleges or relates


                                      -28-



<PAGE>


 to an alleged violation or circumstance that would not reasonably be expected
 to have a Material Adverse Effect.

          SECTION 7.1.5. Use of Proceeds. The Borrower agrees that it will apply
the proceeds of each Borrowing only for the purposes set forth in the fifth
recital.

          SECTION 7.2. Negative Covenants. Each of the Parent and Borrower
agrees with the Agent and each Lender that, until all Commitments have
terminated and all Obligations have been paid and performed in full, the Parent
and the Borrower will perform the obligations set forth in this Section 7.2.

          SECTION 7.2.1. Business Activities. The Parent will not, and will not
permit any of its Significant Subsidiaries to, engage in any business activity,
except those business activities (a) currently engaged in by the Parent and its
Subsidiaries and (b) related to the information handling business and (c) such
other activities as may be incidental thereto.

          SECTION 7.2.2. Indebtedness. The Parent will not permit MNAI or any of
MNAI's Subsidiaries (including, without limitation, the Borrower and its
Subsidiaries) to create, incur, assume or suffer to exist or otherwise become or
be liable in respect of any Debt except:

                   (a) Debt incurred prior to the Effective Date, as disclosed
          in Item 7.2.2 ("Existing Debt") of the Disclosure Schedule (including
          any refinancing, refunding, amendment, renewal or substitution
          therefor that does not increase the principal amount thereof at the
          time of such refinancing, refunding, amendment, renewal or
          substitution, and that does not change the identity of the Persons
          obligated in respect of such Existing Debt); and

                   (b) Debt not otherwise permitted by this Section 7.2.2 in an
          aggregate amount not in excess of $100,000,000 at any one time
          outstanding.

          SECTION 7.2.3. Liens. The Parent will not, and will not permit any of
 its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any
 of its property, revenues or assets, whether now owned or hereafter acquired,
 except:

                   (a) Liens granted prior to the Effective Date to secure
          payment of Indebtedness that is identified in the financial statements
          of the Parent referred to in Section 6.5 as secured debt;

                   (b) Liens granted to secure payment of Indebtedness which is
          incurred by the Parent or any of its Subsidiaries to a vendor of any
          assets to finance its acquisition of such assets and covering only
          those assets acquired with the proceeds of such Indebtedness;

                   (c) Liens granted by the Parent or any of its Subsidiaries to
          a purchaser of any assets to finance its purchase of such assets in
          connection with a Securitization of such assets and covering only
          those assets transferred;

                   (d) Liens for taxes, assessments or other governmental
          charges or levies not at the time delinquent or thereafter payable
          without penalty or being diligently contested in good faith by
          appropriate proceedings and for which adequate reserves in accordance
          with GAAP shall have been set aside on its books and Liens arising
          under ERISA to the extent permitted by Section 8.1.7:

                    (e) Liens of carriers, warehousemen, mechanics, materialmen
          and landlords and similar Liens arising by operation of law incurred
          in the ordinary course of business for sums not overdue for more than
          30 days or being diligently contested in good faith by appropriate
          proceedings and for which adequate reserves in accordance with GAAP
          shall have been set aside on its books;



                                      -29-


<PAGE>


                    (f) Liens incurred in the ordinary course of business,
          including bank set-off rights and Liens incurred in connection with
          workmen's compensation, unemployment insurance or other forms of
          governmental insurance or benefits, or to secure performance of
          tenders, statutory obligations, leases and contracts (other than for
          borrowed money) entered into in the ordinary course of business or to
          secure obligations on surety or appeal bonds;

                    (g) judgment Liens in existence less than 30 days after the
          entry thereof or with respect to which execution has been stayed or
          the payment of which is covered in full (subject to a customary
          deductible) by insurance maintained with responsible insurance
          companies;

                    (h) Liens granted by the Borrower in any margin stock, as
          defined in F.R.S. Board Regulations U, T or X (or any regulation
          substituted therefor), owned by it whether or not such margin stock is
          purchased with the proceeds of the Loans;

                    (i) easements, rights-of-way, zoning and use of restrictions
          and other similar encumbrances which, in the aggregate, do not
          materially interfere with the occupation, use, and enjoyment by the
          Parent or any of its Subsidiaries of the property to assets encumbered
          thereby in the normal course of business or materially impair the
          value of the property subject thereto;

                    (j) Liens arising under any of the Loan Documents;

                    (k) Liens existing on the Closing Date on bank accounts
          maintained by the Parent, to the extent that (i) such Liens secure
          Debt of Subsidiaries of the Parent held by the bank at which such bank
          account is maintained (or any affiliate or nominee of such bank), and
          (ii) such Debt is secured by such Liens;

                    (l) Liens existing on property at the time of its
          acquisition (directly or indirectly), other than any such Lien created
          in contemplation of such acquisition that is not otherwise permitted
          by clause (b) above;

                    (m) Any extension, renewal or replacement (or successive
          extensions, renewals or replacements), in whole or in part, of any
          Lien referred to in Sections 7.2.3(a) through (l) hereof, provided
          that (1) the Lien shall be limited to all or a part of the property
          covered by the Lien extended, renewed or replaced (plus improvements
          thereon) and (2) that any Debt secured by such Lien is not increased;
          and

                    (n) Liens not otherwise permitted by this Section 7.2.3
          securing Indebtedness in the aggregate not in excess of $60,000,000 at
          any one time outstanding.

          SECTION 7.2.4 Contingent Obligations. The Parent will not permit the
sum of the following (determined on a consolidated basis without duplication) to
exceed $15,000,000 at any time.

                    (a) the aggregate amount of Indebtedness of the Parent and
          its Subsidiaries of the type referred to in clause (f) of the
          definition thereof, plus

                    (b) the aggregate amount of Contingent Liabilities of the
          Parent and its Subsidiaries in respect of Indebtedness of a Person
          (other than a Subsidiary of the Parent) that is of a type described in
          clause (a), (b), (c) or (f) of the definition of "Indebtedness" (other
          than any Contingent Liability in respect of Indebtedness under this
          Agreement).

          SECTION 7.2.5 Dissolution, etc. None of the Parent, MNAI or any of the
Parent's Significant Subsidiaries will liquidate or dissolve. The Borrower will
not liquidate or dissolve, unless its obligations under the Loan Documents have
been assumed by another Person in accordance with Section 10.10(a). The Parent
will not consolidate or amalgamate with or merge into, any other Person unless
at the time thereof and after giving effect thereto, no Event of Default shall
be continuing and either (a) the Parent is the surviving entity of such
consolidation, amalgamation or



                                      -30-

<PAGE>


 merger or (b) the surviving entity of such consolidation, amalgamation or
 merger assumes the obligations of the Parent hereunder in writing.

          SECTION 7.2.6. Transactions with Affiliates. Except as expressly
 contemplated in this Agreement, the Parent will not, and will not permit any of
 its Subsidiaries to, enter into, or cause, suffer or permit to exist any
 arrangement or contract with any of its other Affiliates (other than (x)
 salaries and fees to its directors, officers and employees as the Parent or
 such Subsidiary may determine are appropriate in relationship to the services
 performed and (y) arrangements or contracts solely among Subsidiaries of the
 Parent or between the Parent and any Subsidiary), unless such arrangement or
 contract is fair and equitable to the Parent or such Subsidiary and is an
 arrangement or contract of the kind which would be entered into by a prudent
 Person in the position of the Parent or such Subsidiary with a Person which is
 not one of its Affiliates.

          SECTION 7.2.7. Sale Leasebacks. The Parent will not permit MNAI or
 any of MNAI's Subsidiaries (including, without limitation, the Borrower and its
 Subsidiaries) to create, incur, assume or suffer to exist or otherwise become
 or be liable in respect of any Sale Leaseback, except: (a) Sale Leasebacks
 incurred prior to the Effective Date, as disclosed in Item 7.2.7 ("Existing
 Sale Leasebacks") of the Disclosure Schedule; and (b) Sale Leasebacks not
 otherwise permitted by this Section 7.2.7 where the aggregate fair market value
 of all assets subject thereto is not in excess of $125,000,000.

          SECTION 7.2.8. Asset Dispositions. etc. The Parent will not, and will
not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise
convey, or grant options, warrants or other rights with respect to, all or any
substantial part of its assets (including accounts receivable and Capital
Stock) to any Person, unless


                    (a) such sale, transfer, contribution or conveyance is in
          the ordinary course of its business, including (i) Dispositions of
          inventory, accounts receivable and obsolete equipment, (ii) advances
          made by the Borrower to the Parent and its Subsidiaries in the
          ordinary course of business, and (iii) the factoring of accounts
          receivable consistent with the customary and usual practice of the
          Parent and its Subsidiaries as in effect from time to time;

                    (b) such sale, transfer, contribution or conveyance consists
          of the issuance by the Parent of employee stock options in the
          ordinary course of business;

                    (c) such sale, transfer, contribution or conveyance consists
          of the licensing by the Parent or any of its Subsidiaries of patents,
          copyrights, service marks, trademarks and tradenames or other
          intellectual property, or rights thereto, in the ordinary course of
          business and on ordinary business terms;

                    (d) such sale, transfer, contribution or conveyance is in
          connection with the incurrence of Capitalized Lease Liabilities, or
          entering into a Sale Leaseback, an operating lease or other lease,
          subject, in the case of Capitalized Lease Liabilities and Sale
          Leasebacks, to Sections 7.2.2 and 7.2.7 hereof;

                    (e) such sale, transfer, contribution or conveyance is
          pursuant to the incurrence by the Parent or any of its Subsidiaries of
          any investments consistent with the customary and usual cash
          management policy of the Parent and its Subsidiaries as in effect from
          time to time;

                    (f) such sale, transfer, contribution or conveyance:

                            (i) is from the Parent to any of its Subsidiaries,
                    or from any Subsidiary of the Parent (other than MNAI and
                    its Subsidiaries) to the Parent or another Subsidiary of the
                    Parent,

                            (ii) is from MNAI to any of its wholly-owned
                    Subsidiaries, or from any Subsidiary of MNAI to MNAI or any
                    of its wholly-owned Subsidiaries, or



                                      -31-



<PAGE>



                            (iii) is from the Parent or any of its Subsidiaries
                    to any Joint Venture, provided that the aggregate book
                    value of all tangible property contributed to all such Joint
                    Ventures (other than tangible property acquired for the
                    express purpose of being contributed to such Joint Venture)
                    shall not exceed $50,000,000;

          (g) such sale, transfer, contribution or conveyance consists of a
disposition of the capital stock or assets of Peak Technologies, Inc. or any of
its Subsidiaries;

          (h) such sale, transfer, contribution or conveyance is not pursuant to
a Securitization and:

                    (i) with respect to the first $150,000,000 of such Net
          Disposition Proceeds received from the date hereof,

                            (x) all of such Net Disposition Proceeds are used
                    for the Parent's or such Subsidiary's working capital
                    purposes, or to make investments in, or to acquire,
                    businesses engaged in the activities described in Section
                    7.2.1, and

                            (y) no portion of such Net Disposition Proceeds are
                    used by the Parent, or any Subsidiary of the Parent that is
                    not directly or indirectly wholly-owned by the Parent, to
                    make any dividend payment that is special, extraordinary or
                    otherwise inconsistent with past practice, or

                    (ii) with respect to any such Net Disposition Proceeds in
          excess of the amount specified in clause (h)(i) above,

                            (x) the Borrower shall have complied with its
                    obligations with respect to such Net Disposition Proceeds to
                    prepay Loans as provided in Section 3.1,

                            (y) at least 50% of such Net Disposition Proceeds
                    are used for the Parent's or such Subsidiary's working
                    capital purposes, or to make investments in, or to acquire,
                    businesses engaged in the activities described in Section
                    7.2.1, and

                            (z) no portion of such Net Disposition Proceeds are
                    used to make any dividend payment by the Parent, or any
                    Subsidiary of the Parent that is not directly or indirectly
                    wholly-owned by the Parent, that is special, extraordinary
                    or otherwise inconsistent with past practice;

          (i) such sale, transfer, contribution or conveyance consists of a
transfer of assets in connection with a Securitization, and the Borrower shall
have complied with its obligation with respect to such Net Disposition Proceeds
to prepay Loans as provided in Section 3.1.

          SECTION 7.2.9. Financial Condition. The Parent will not permit:

          (a) the Net Worth at any time to be less than the sum of the
following:

                    (i) $425,000,000, plus

                    (ii) 50% of Net Income computed on a cumulative basis for
          the period commencing July 1, 1999; provided that notwithstanding that
          Net Income for any such elapsed Fiscal Year may be a deficit figure,
          no reduction as a result thereof shall be made in the sum to be
          maintained pursuant thereto;

          (b) the Leverage Ratio at any time to exceed 0.55:1; and



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<PAGE>


          (c) the Interest Coverage Ratio at any time to be less than 3:00:1.

          SECTION 7.2.10. Guaranty by Subsidiary Guarantors. If at any time
 after the Effective Date any Significant Subsidiary or MNAI becomes directly or
 indirectly liable for the payment of any Debt (other than the Obligations), and
 the aggregate principal amount of all such Debt of the Significant Subsidiaries
 and MNAI exceeds $76,800,000, the Parent shall cause each such Subsidiary and
 MNAI, within ten Business Days after the date of creation or incurrence of such
 liability, to execute and deliver to the Agent a counterpart of this Agreement
 pursuant to which such subsidiary shall become a "Guarantor" hereunder, and the
 Parent shall, in any event, deliver, or cause to be delivered, to the Agent the
 following items:

                    (a) a certificate signed by an authorized officer of such
          Subsidiary making representations to the effect of those contained in
          Sections 6.1 through 6.3, but with respect to such Subsidiary;

                    (b) customary documents and evidence with respect to such
          Subsidiary in order to establish the existence and good standing of
          such Subsidiary; and

                    (c) an opinion of counsel, to the effect that the
          counterpart by such Subsidiary has been duly authorized, executed and
          delivered.

 If, at any time after any Significant Subsidiary and/or MNAI shall have become
 a Guarantor hereunder as provided above in this Section 7.2.10, the aggregate
 amount of Debt as to which such Significant Subsidiary and/or MNAI is liable is
 less than $76,800,000, such Significant Subsidiary and/or MNAI (as the case may
 be) shall automatically be released from its obligations as a Guarantor
 hereunder. At the request of the Parent, and at the Parent's expense, each of
 the Lenders and the Agent agrees to execute any documents reasonably necessary
 to evidence such release.


                                  ARTICLE VIII

                                EVENTS OF DEFAULT

          SECTION 8.1. Listing of Events of Default. Each of the following
events or occurrences described in this Section 8.1 shall constitute an "Event
of Default".

          SECTION 8.1.1. Non-Payment of Obligations. Any Guarantor or the
 Borrower shall default in the payment or prepayment when due of any principal
 of any Loan; or any Guarantor or the Borrower shall default (and such default
 shall continue unremedied for a period of five Business Days) in the payment
 when due of any interest on any Loan, any commitment fee or any other
 Obligation.

          SECTION 8.1.2. Breach of Warranty. Any representation or warranty of
 any Guarantor or the Borrower made or deemed to be made hereunder or in any
 other Loan Document executed by it or any other certificate furnished by or on
 behalf of any Guarantor or the Borrower to the Agent or any Lender for the
 purposes of or in connection with this Agreement or any such other Loan
 Document (including any certificates delivered pursuant to Article V or shall
 be incorrect in any material respect when made or deemed to be made.

          SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations.
 The Obligors shall default in the due performance and observance of any of
 their obligations under Section 7.2.2, Section 7.2.4 or Section 7.2.9; or the
 Obligors shall default (and such default shall continue unremedied for a period
 of 15 days after notice thereof shall have been given to the Borrower by the
 Agent or any Lender) in the due performance and observance of any of their
 other obligations under Section 7.2 or any of their obligations under Section
 7.1.1 or Section 7.1.4 (for the avoidance of doubt, no Default will be deemed
 to occur under this Agreement solely as the result of any sale, pledge or
 disposition of, or any change in the market value of, any margin stock (as that
 term is used in F.R.S. Board Regulations U, T and X)).



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<PAGE>


          SECTION 8.1.4. Non-Performance of Other Covenants and Obligations. Any
 Guarantor or the Borrower shall default in the due performance and observance
 of any other agreement contained herein or in any other Loan Document executed
 by it, and such default shall continue unremedied for a period of 30 days after
 notice thereof shall have been given to the Borrower by the Agent or any
 Lender.

          SECTION 8.1.5. Default on Other Indebtedness. Either of the following
shall occur:

                    (i) a default in the payment when due (subject to any
          applicable grace period), whether by acceleration or otherwise, of any
          Indebtedness of the Parent or any of its Subsidiaries having a
          principal amount (or, in the case of Hedging Obligations, the net
          amount payable by the Parent or such Subsidiary in respect thereof),
          individually or in the aggregate, in excess of $25,000,000 (other than
          (x) Indebtedness described in Section 8.1.1, (y) Indebtedness of the
          type described in paragraph (d) of the definition of "Indebtedness"
          (and any Contingent Liability in respect of Indebtedness of the type
          described in such paragraph (d)) and (z) for purposes of this clause
          (i) only, intercompany Indebtedness owing by the Parent or a
          Subsidiary of the Parent to another Subsidiary of the Parent or to the
          Parent, to the extent such default has been waived within ten Business
          Days of the occurrence thereof by the holder of such intercompany
          Indebtedness)(the "Relevant Indebtedness"), or

                    (ii) a default in the performance or observance of any
          obligation or condition with respect to such Relevant Indebtedness if
          the effect of such default is to accelerate the maturity of any such
          Relevant Indebtedness or to permit the holder or holders of such
          Relevant Indebtedness, or any trustee or agent for such holders, to
          cause such Relevant Indebtedness to become due and payable prior to
          its expressed maturity;

 provided that no Default shall be deemed to have occurred under this Section
 with respect to any default under any agreement evidencing Indebtedness owed to
 a Lender or any affiliate of a Lender if such default shall relate solely to a
 restriction on margin stock (as that term is used in F.R.S. Board Regulations
 U, T and X).

          SECTION 8.1.6. Judgment. Any final judgment or order for the payment
 of money in excess of $50,000,000 shall be rendered against the Parent, the
 Borrower or any Subsidiary by a court or other governmental authority of
 competent jurisdiction and there shall be a period of 45 consecutive days (or
 any longer period which under applicable law is allowed for appeal or stay of
 execution of such judgment or order) during which a stay of enforcement of such
 judgment or order, by reason of a pending appeal or otherwise, shall not be in
 effect, unless such judgment or order shall have been vacated, satisfied,
 dismissed or bonded upon appeal; provided, however, that any such judgment or
 order shall not be an Event of Default hereunder if and for so long as (i) such
 judgment or order is covered by a valid and binding policy of insurance and
 (ii) the insurer in respect of such policy has been notified of, and has not
 disputed the claim for payment of, the claim in respect of such judgment or
 order.

          SECTION 8.1.7. Pension Plans. Any of the following events shall occur
with respect to any Pension Plan

                    (a) the institution of any steps by the Parent, any member
          of its Controlled Group or any other Person to terminate a Pension
          Plan if, as a result of such termination, the Parent or any such
          member could be required to make a contribution to such Pension Plan,
          or could reasonably expect to incur a liability or obligation to such
          Pension Plan, which may reasonably be expected to have a Material
          Adverse Effect; or

                    (b) a contribution failure occurs with respect to any
          Pension Plan sufficient to give rise to a Lien under Section 302(f) of
          ERISA, which Lien is not removed within 90 days after such Lien is
          imposed.

          SECTION 8.1.8. Change in Control. Any Change in Control shall occur.

          SECTION 8.1.9. Bankruptcy, Insolvency, etc. Any Relevant Person shall

                    (a) become insolvent or generally fail to pay, or admit in
          writing its inability or unwillingness to pay, debts as they become
          due;



                                      -34-
<PAGE>

                   (b) apply for, consent to, or acquiesce in, the appointment
          of a trustee, receiver, sequestrator or other custodian for such
          Relevant Person or its property under any bankruptcy or insolvency
          law, or make a general assignment for the benefit of creditors;

                   (c) in the absence of such application, consent or
          acquiescence, permit or suffer to exist the appointment of a trustee,
          receiver, sequestrator or other custodian for any Relevant Person or
          for a substantial part of the property of such Relevant Person under
          any bankruptcy or insolvency law, and such trustee, receiver,
          sequestrator or other custodian shall not be discharged within 90
          days;

                   (d) permit or suffer to exist the commencement of any
          bankruptcy, reorganization, debt arrangement or other case or
          proceeding under any bankruptcy or insolvency law, or any dissolution,
          winding up or liquidation proceeding, in respect of any Relevant
          Person under any bankruptcy or insolvency law, and, if any such case
          or proceeding is not commenced by such Relevant Person, such case or
          proceeding shall be consented to or acquiesced in by such Relevant
          Person or shall result in the entry of an order for relief or shall
          remain for 90 days undismissed; or

                   (e) take any action authorizing, or in futherance of, any of
          the foregoing.

          SECTION 8.2. Action if Bankruptcy. If any Event of Default described
 in clauses (a) through (d) of Section 8.1.9 shall occur, the Commitments (if
 not theretofore terminated) shall automatically terminate and the outstanding
 principal amount of all outstanding Loans and all other Obligations shall
 automatically be arid become immediately due and payable, without notice or
 demand.

          SECTION 8.3. Action if Other Event of Default. If any Event of Default
 (other than any Event of Default described in clauses (a) through (d) of
 Section 8.1.9) shall occur for any reason, whether voluntary or involuntary,
 and be continuing, the Agent, upon the direction of the Required Lenders, shall
 by notice to the Guarantors and the Borrower declare all or any portion of the
 outstanding principal amount of the Loans and other Obligations to be due and
 payable and/or the Commitments (if not theretofore terminated) to be
 terminated, whereupon the full unpaid amount of such Loans and other
 Obligations which shall be so declared due and payable shall be and become
 immediately due and payable, without further notice, demand or presentment,
 and/or, as the case may be, the Commitments shall terminate.


                                   ARTICLE IX

                                    THE AGENT

          SECTION 9.1. Actions. Each Lender hereby appoints Scotiabank as its
 Agent under and for purposes of this Agreement, the Notes and each other Loan
 Document. Each Lender authorizes the Agent to act on behalf of such Lender
 under this Agreement, the Notes and each other Loan Document and, in the
 absence of other written instructions from the Required Lenders received from
 time to time by the Agent (with respect to which the Agent agrees that it will
 comply, except as otherwise provided in this Section or as otherwise advised by
 counsel), to exercise such powers hereunder and thereunder as are specifically
 delegated to or required of the Agent by the terms hereof and thereof, together
 with such powers as may be reasonably incidental thereto. Each Lender hereby
 indemnifies (which indemnity shall survive any termination of this Agreement)
 the Agent, pro rata according to such Lender's Percentage, from and against any
 and all liabilities, obligations, losses, damages, claims, costs or expenses of
 any kind or nature whatsoever which may at any time be imposed on, incurred by,
 or asserted against, the Agent in any way relating to or arising out of this
 Agreement, the Notes and any other Loan Document, including reasonable
 attorneys' fees, and as to which the Agent is not reimbursed by the Guarantors
 or the Borrower; provided, however, that no Lender shall be liable for the
 payment of any portion of such liabilities, obligations, losses, damages,
 claims, costs or expenses which are determined by a court of competent
 jurisdiction in a final proceeding to have resulted solely from the Agent's
 gross negligence or wilful misconduct. The Agent shall not be required to take
 any action hereunder, under the Notes or under any other Loan Document, or to
 prosecute or defend any suit in respect of this Agreement, the Notes or any
 other Loan Document, unless it is indemnified hereunder to its satisfaction. If
 any indemnity in favor of the Agent shall be or become, in the



                                      -35-

<PAGE>


 Agent's determination, inadequate, the Agent may call for additional
 indemnification from the Lenders and cease to do the acts indemnified against
 hereunder until such additional indemnity is given.

          SECTION 9.2. Funding Reliance, etc. Unless the Agent shall have been
 notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., New
 York City time, on the day prior to a Borrowing that such Lender will not make
 available the amount which would constitute its Percentage of such Borrowing on
 the date specified therefor, the Agent may assume that such Lender has made
 such amount available to the Agent and, in reliance upon such assumption, make
 available to the Borrower a corresponding amount. If and to the extent that
 such Lender shall not have made such amount available to the Agent, such
 Lender, the Parent and the Borrower agree to repay the Agent forthwith on
 demand such corresponding amount together with interest thereon, for each day
 from the date the Agent made such amount available to the Borrower to the date
 such amount is repaid to the Agent, at the interest rate applicable at the time
 to Loans comprising such Borrowing.

          SECTION 9.3. Exculpation. Neither the Agent nor any of its directors,
 officers, employees or agents shall be liable to any Lender for any action
 taken or omitted to be taken by it under this Agreement or any other Loan
 Document, or in connection herewith or therewith, except for its own wilful
 misconduct or gross negligence, nor responsible for any recitals or warranties
 herein or therein, nor for the effectiveness, enforceability, validity or due
 execution of this Agreement or any other Loan Document, nor to make any inquiry
 respecting the performance by any Guarantor or the Borrower of its obligations
 hereunder or under any other Loan Document. Any such inquiry which may be made
 by the Agent shall not obligate it to make any further inquiry or to take any
 action. The Agent shall be entitled to rely upon advice of counsel concerning
 legal matters and upon any notice, consent, certificate, statement or writing
 which the Agent believes to be genuine and to have been presented by a proper
 Person.

          SECTION 9.4. Successor. The Agent may resign as such at any time upon
 at least 60 days' prior notice to the Borrower and all Lenders. If the Agent at
 any time shall resign, the Required Lenders may appoint another Lender as a
 successor Agent which shall thereupon become the Agent hereunder. If no
 successor Agent shall have been so appointed by the Required Lenders, and shall
 have accepted such appointment, within 30 days after the retiring Agent's
 giving notice of resignation, then the retiring Agent may, on behalf of the
 Lenders, appoint a successor Agent, which shall be one of the Lenders or a
 commercial banking institution (which, so long as no Default shall be
 continuing, shall be reasonably acceptable to the Parent) organized under the
 laws of the U.S. (or any State thereof) or a U.S. branch or agency of a
 commercial banking institution (which, so long as no Default shall be
 continuing, shall be reasonably acceptable to the Parent), and having a
 combined capital and surplus of at least $500,000,000. Upon the acceptance of
 any appointment as Agent hereunder by a successor Agent, such successor Agent
 shall be entitled to receive from the retiring Agent such documents of transfer
 and assignment as such successor Agent may reasonably request, and shall
 thereupon succeed to and become vested with all rights, powers, privileges and
 duties of the retiring Agent, and the retiring Agent shall be discharged from
 its duties and obligations under this Agreement After any retiring Agent's
 resignation hereunder as the Agent, the provisions of

                   (a) this Article IX shall inure to its benefit as to any
          actions taken or omitted to be taken by it while it was the Agent
          under this Agreement; and

                   (b) Section 10.3 and Section 10.4 shall continue to inure to
          its benefit.

          SECTION 9.5. Loans by Scotiabank. Scotiabank shall have the same
 rights and powers with respect to (x) the Loans made by it or any of its
 affiliates, and (y) the Notes held by it or any of its affiliates as any other
 Lender and may exercise the same as if it were not the Agent. Scotiabank and
 its affiliates may accept deposits from, lend money to, and generally engage in
 any kind of business with the Guarantors and the Borrower or any Subsidiary or
 affiliate of the Guarantors and the Borrower as if Scotiabank were not the
 Agent hereunder.

          SECTION 9.6. Credit Decisions. Each Lender acknowledges that it has,
 independently of the Agent and each other Lender, and based on such Lender's
 review of the financial information of the Guarantors and the Borrower, this
 Agreement, the other Loan Documents (the terns and provisions of which being
 satisfactory to such Lender) and such other documents, information and
 investigations as such Lender has deemed appropriate, made its own credit
 decision to


                                      -36-

<PAGE>




 extend its Commitment. Each Lender also acknowledges that it will,
 independently of the Agent and each other Lender, and based on such other
 documents, information and investigations as it shall deem appropriate at any
 time, continue to make its own credit decisions as to exercising or not
 exercising from time to time any rights and privileges available to it under
 this Agreement or any other Loan Document.

          SECTION 9.7. Copies, etc. The Agent shall give prompt notice to each
 Lender of each notice or request required or permitted to be given to the Agent
 by the Guarantors or the Borrower pursuant to the terms of this Agreement
 (unless concurrently delivered to the Lenders by the Guarantor or the
 Borrower). The Agent will distribute to each Lender each document or instrument
 received for its account and copies of all other communications received by the
 Agent from the Guarantors or the Borrower for distribution to the Lenders by
 the Agent in accordance with the terms of this Agreement.


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

          SECTION 10.1. Waivers, Amendments, etc. The provisions of this
Agreement and of each other Loan Document may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by the Guarantors, the Borrower and the Required Lenders; provided,
however, that:

                    (x) any amendment that is entered into solely to effect
          assignments made in accordance with Section 10.11.1 shall require only
          the consent of the Guarantors, the Borrower and the Agent and, to the
          extent required in Section 10.11.1, the SPC; and

                    (y) no such amendment, modification or waiver which would:

                            (a) modify any requirement hereunder that any
                    particular action be taken by all the Lenders or by the
                    Required Lenders shall be effective unless consented to by
                    each Lender,

                            (b) modify this Section 10.1, change the definition
                    of "Required Lenders", increase the 364-day Facility
                    Commitment Amount, the Three-year Facility Commitment Amount
                    or the Percentage of any Lender, reduce any fees (including,
                    without limitation, the commitment fees) described in
                    Article III, or extend the Commitment Termination Date shall
                    be made without the consent of each Lender,

                            (c) extend the due date for, or reduce the amount
                    of, any scheduled repayment or prepayment of principal of or
                    interest on any Loan (or reduce the principal amount of or
                    rate of interest on any Loan) shall be made without the
                    consent of the holder of that Note evidencing such Loan;

                            (d) modify the guaranty contained in Article XI; or

                            (e) affect adversely the interests, rights or
                    obligations of the Agent shall be made without consent of
                    the Agent.

 No failure or delay on the part of the Agent, any Lender or the holder of any
 Note in exercising any power or right under this Agreement or any other Loan
 Document shall operate as a waiver thereof, nor shall any single or partial
 exercise of any such power or right preclude any other or further exercise
 thereof or the exercise of any other power or right. No notice to or demand on
 any Guarantor or the Borrower in any case shall entitle it to any notice or
 demand in similar or other circumstances. No waiver or approval by the Agent or
 any Lender under this Agreement or any other Loan Document shall, except as may
 be otherwise stated in such waiver or approval, be applicable to subsequent
 transactions. No waiver or approval hereunder shall require any similar or
 dissimilar waiver or approval thereafter to be granted hereunder.



                                      -37-

<PAGE>


          SECTION 10.2. Notices. All notices and other communications provided
 to any party hereto under this Agreement or any other Loan Document shall be in
 writing or by facsimile and addressed, delivered or transmitted to such party
 at its address or facsimile number set forth below its signature hereto or set
 forth in the Lender Assignment Agreement or at such other address or facsimile
 number as may be designated by such party in a notice to the other parties. Any
 notice, if mailed and properly addressed with postage prepaid or if properly
 addressed and sent by pre-paid courier service, shall be deemed given when
 received; any notice, if transmitted by facsimile, shall be deemed given when
 the confirmation of transmission thereof is received by the transmitter.

          SECTION 10.3. Payment of Costs and Expenses. The Parent and the
 Borrower jointly and severally agree to pay on demand all reasonable expenses
 of the Agent (including the reasonable fees and out-of-pocket expenses of one
 special counsel to the Agent and of one local counsel, if any, who may be
 retained by counsel to the Agent) in connection with

                   (a) the negotiation, preparation, execution and delivery of
          this Agreement and of each other Loan Document, including schedules
          and exhibits, and any amendments, waivers, consents, supplements or
          other modifications to this Agreement or any other Loan Document as
          may from time to time hereafter be requested by the Guarantors or the
          Borrower, whether or not the transactions contemplated hereby are
          consummated; and

                   (b) the preparation and review of the form of any document or
          instrument relevant to this Agreement or any other Loan Document.

 The Parent and the Borrower further jointly and severally agree to pay, and to
 save the Agent and the Lenders harmless from all liability for, any stamp or
 other taxes which may be payable in connection with the execution or delivery
 of this Agreement, the Borrowings hereunder, or the issuance of the Notes or
 any other Loan Documents. The Parent and the Borrower also jointly and
 severally agree to reimburse the Agent and each Lender upon demand for all
 reasonable out-of-pocket expenses (including reasonable attorneys' fees and
 out-of-pocket expenses) incurred by the Agent or such Lender in connection with
 (x) the negotiation of any restructuring or "work-out", whether or not
 consummated, of any Obligations and (y) the enforcement of any Obligations.

          SECTION 10.4. Indemnification. In consideration of the execution and
 delivery of this Agreement by each Lender and the extension of the Commitments,
 the Parent and the Borrower hereby jointly and severally indemnify, exonerate
 and hold the Agent and each Lender and each of their respective officers,
 directors, employees and agents (collectively, the "Indemnified Parties") free
 and harmless from and against any and all actions, causes of action, suits,
 losses, costs, liabilities and damages, and expenses incurred in connection
 therewith (other than any of the foregoing related to or arising from taxes),
 irrespective of whether any such Indemnified Party is a party to the action for
 which indemnification hereunder is sought, including reasonable attorneys' fees
 and disbursements (collectively, the "Indemnified Liabilities"), incurred by
 the Indemnified Parties or any of them as a result of, or arising out of, or
 relating to

                    (a) any transaction financed or to be financed in whole or
          in part, directly or indirectly, with the proceeds of any Loan,
          including the purchase of any margin stock or other equity interests
          in another Person;

                    (b) the entering into and performance of this Agreement and
          any other Loan Document by any of the Indemnified Parties (including
          any action brought by or on behalf of any Guarantor or the Borrower as
          the result of any determination by the Required Lenders pursuant to
          Article V not to fund any Borrowing, but excluding any controversies
          that are solely among Lenders or among Lenders and the Agent);

                    (c) any investigation, litigation or proceeding related to
           any acquisition or proposed acquisition by the Borrower, the Parent
           or any of its Subsidiaries of all or any portion of the stock or
           assets of any Person, whether or not the Agent or such Lender is
           party thereto;




                                      -38-


<PAGE>



                    (d) any investigation, litigation or proceeding related to
          any environmental cleanup, audit, compliance or other matter relating
          to the protection of the environment or the Release by the Parent or
          any of its Subsidiaries of any Hazardous Material; or

                    (e) the presence on or under, or the escape, seepage,
          leakage, spillage, discharge, emission, discharging or releases from,
          any real property owned or operated by the Parent or any Subsidiary
          thereof of any Hazardous Material (including any losses, liabilities,
          damages, injuries, costs, expenses or claims asserted or arising under
          any Environmental Law), regardless of whether caused by, or within
          the control of, the Parent or such Subsidiary,

 except for any such indemnified Liabilities arising for the account of a
 particular Indemnified Party by reason of the relevant Indemnified Party's
 gross negligence or wilful misconduct. If and to the extent that the foregoing
 undertaking may be unenforceable for any reason, the Parent and the Borrower
 hereby jointly and severally agree to make the maximum contribution to the
 payment and satisfaction of each of the Indemnified Liabilities which is
 permissible under applicable law.

          SECTION 10.5. Survival. The obligations of each Guarantor and the
Borrower under Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations
of the Lenders under Section 9.1, shall in each case survive any termination of
this Agreement, the payment in full of all Obligations and the termination of
all Commitments. The representations and warranties made by the Guarantors and
the Borrower in this Agreement and in each other Loan Document shall survive the
execution and delivery of this Agreement and each such other Loan Document.

          SECTION 10.6. Severability. Any provision of this Agreement or any
 other Loan Document which is prohibited or unenforceable in any jurisdiction
 shall, as to such provision and such jurisdiction, be ineffective to the extent
 of such prohibition or unenforceability without invalidating the remaining
 provisions of this Agreement or such Loan Document or affecting the validity or
 enforceability of such provision in any other jurisdiction.

          SECTION 10.7. Headings. The various headings of this Agreement and of
 each other Loan Document are inserted for convenience only and shall not affect
 the meaning or interpretation of this Agreement or such other Loan Document or
 any provisions hereof or thereof.

          SECTION 10.8. Execution in Counterparts, Effectiveness, etc. This
 Agreement may be executed by the parties hereto in several counterparts, each
 of which shall be executed by the Guarantors, the Borrower and the Agent and be
 deemed to be an original and all of which shall constitute together but one and
 the same agreement. This Agreement shall become effective when counterparts
 hereof executed on behalf of each Guarantor, the Borrower and each Lender (or
 notice thereof satisfactory to the Agent) shall have been received by the Agent
 and notice thereof shall have been given by the Agent to the Parent and each
 Lender.

          SECTION 10.9. Governing Law; Entire Agreement. THIS AGREEMENT, THE
NOTES AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This
Agreement, the Notes and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersede any prior agreements, written or oral, with respect thereto.

          SECTION 10.10. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that:

                   (a) none of the Guarantors or the Borrower may assign or
          transfer its rights or obligations hereunder without the prior written
          consent of the Agent and all Lenders; and

                   (b) the rights of sale, assignment and transfer of the
          Lenders are subject to Section 10.11.



                                      -39-


<PAGE>



          SECTION 10.11. Sale and Transfer of Loans and Notes. Participations
 in Loans and Notes. Each Lender may assign, or sell participations in, its
 Loans and Commitment to one or more other Persons in accordance with this
 Section 10.11.

          SECTION 10.11.1. Assignments. Any Lender,

                   (a) with the written consents of the Borrower and the Agent
          (which consents shall not be unreasonably delayed or withheld) may at
          any time assign and delegate to one or more financial institutions;
          and

                   (b) with notice to the Borrower and the Agent, but without
          the consent of the Borrower or the Agent, may assign and delegate to
          any of its affiliates or to any other Lender;

 (each Person described in either of the foregoing clauses as being the Person
 to whom such assignment and delegation is to be made, being hereinafter
 referred to as an "Assignee Lender"), all or any fraction of such Lender's
 total Loans and Commitment (which assignment and delegation shall be of a
 constant, and not a varying, percentage of all the assigning Lender's Loans and
 Commitment of each Class, and shall be the same percentage of Loans and
 Commitments of each Class); provided, however, that (i) no such consent by the
 Borrower or the Agent shall be required upon the occurrence and continuance of
 any Event of Default; (ii) no such consent by the Borrower shall be required
 for any assignment to any other Lender or any Affiliate of any Lender; (iii)
 the aggregate amount of Loans and Commitments of any such assigning Lender
 after such assignment and delegation must be at least $10,000,000 (unless the
 assigning Lender shall have assigned all of its Loans and Commitments); (iii)
 any such Assignee Lender will comply, if applicable, with the provisions
 contained in Section 4.6 and (iv) the Borrower and the Agent shall be entitled
 to continue to deal solely and directly with such Lender in connection with the
 interests so assigned and delegated to an Assignee Lender until

                   (c) written notice of such assignment and delegation,
          together with payment instructions, addresses and related information
          with respect to such Assignee Lender, shall have been given to the
          Borrower and the Agent by such Lender and such Assignee Lender;

                   (d) such Assignee Lender shall have executed and delivered to
          the Borrower and the Agent a Lender Assignment Agreement, accepted by
          the Agent; and

                   (e) the processing fees described below shall have been paid.

 From and after the date that the Agent accepts such Lender Assignment
 Agreement, (x) the Assignee Lender thereunder shall be deemed automatically to
 have become a party hereto and to the extent that rights and obligations
 hereunder have been assigned and delegated to such Assignee Lender in
 connection with such Lender Assignment Agreement, shall have the rights and
 obligations of a Lender hereunder and under the other Loan Documents, and (y)
 the assignor Lender, to the extent that rights and obligations hereunder have
 been assigned and delegated by it in connection with such Leader Assignment
 Agreement, shall be released from its obligations hereunder and under the other
 Loan Documents. Within five Business Days after its receipt of notice that the
 Agent has received an executed Lender Assignment Agreement, the Borrower shall
 execute and deliver to the Agent (for delivery to the relevant Assignee Lender)
 a new 364-day Note and a new Three-year Note evidencing such Assignee Lender's
 assigned Loans and Commitment and, if the assignor Lender has retained Loans
 and Commitments hereunder, a replacement 364-day Note and a replacement
 Three-year Note in the principal amount of the Loans and Commitments retained
 by the assignor Lender hereunder (such Notes to be in exchange for, but not in
 payment of, those Notes then held by such assignor Lender). Each such Note
 shall be dated the date of the predecessor Note. The assignor Lender shall mark
 each predecessor Note "exchanged" and deliver it to the Borrower. Accrued
 interest on that part of each predecessor Note evidenced by a new Note, and
 accrued fees, shall be paid as provided in the Lender Assignment Agreement.
 Accrued interest on that part of each predecessor Note evidenced by a
 replacement Note shall be paid to the assignor Lender. Accrued interest and
 accrued fees shall be paid at the same time or times provided in each
 predecessor Note and in this Agreement. Such assignor Lender or such Assignee
 Lender must also pay a processing fee to the Agent upon delivery of any Lender
 Assignment Agreement in the



                                      -40-

<PAGE>


amount of $3,000. Any attempted assignment and delegation not made in accordance
with this Section 10.11.1 shall be null and void.

         Notwithstanding anything to the contrary contained herein, any Lender
(a "Granting Lender") may grant to a special purpose funding vehicle (a "SPC"),
identified as such in writing from time to time by the Granting Lender to the
Agent and the Borrower, the option to provide to the Borrower all or any part of
any Loan that such Granting Lender would otherwise be obligated to make to the
Borrower pursuant to this Agreement; provided, that (i) nothing herein shall
constitute a commitment by any SPC to make any Loan, (ii) if a SPC elects not to
exercise such option or otherwise fails to provide all or any part of such Loan,
the Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof. The making of an Loan by a SPC hereunder shall utilize the Commitment of
the Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for
any indemnity or similar payment obligation under this Agreement (all liability
for which shall remain with the Granting Lender). In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. In addition, notwithstanding anything to the
contrary contained in this Section 10.11.1, any SPC may (i) with notice to, but
without the prior written consent of, the Borrower and the Agent and without
paying any processing fee therefor, assign all or a portion of its interests in
any Loans to the Granting Lender or to any financial institutions (consented to
by the Borrower and Agent) providing liquidity and/or credit support to or for
the account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC. This SECTION MAY not
be amended without the written consent of the SPC.

          SECTION 10.11.2. Participations. Any Lender may at any time sell to
 one or more commercial banks (each of such commercial banks being herein called
 a "Participant") participating interests in any of the Loans, its Commitment,
 or other interests of such Lender hereunder; provided, however, that

                   (a) no participation contemplated in this Section 10.11 shall
          relieve such Lender from its Commitment or its other obligations
          hereunder or under any other Loan Document;

                   (b) such Lender shall remain solely responsible for the
          performance of its Commitment and such other obligations;

                   (c) the Borrower and the Agent shall continue to deal solely
          and directly with such Lender in connection with such Lender's rights
          and obligations under this Agreement and each of the other Loan
          Documents;

                   (d) no Participant, unless such Participant is an affiliate
          of such Lender, or is itself a Lender, shall be entitled to require
          such Lender to take or refrain from taking any action hereunder or
          under any other Loan Document, except that such Lender may agree with
          any Participant that such Lender will not, without such Participant's
          consent, take any actions of the type described in clause (b) or (c)
          of Section 10.1; and

                   (e) the Guarantors and the Borrower shall not be required to
          pay any amount under this Agreement (including Section 4.6) that is
          greater than the amount which it would have been required to pay had
          no participating interest been sold.

 The Borrower and the Guarantors each acknowledges and agrees that, subject to
 clause (e) above, each Participant, for purposes of Sections 4.3, 4.4, 4.5,
 4.6, 4.8, 4.9, 10.3 and 10.4, shall be considered a Lender.

          SECTION 10.12. Other Transactions. Nothing contained herein shall
 preclude the Agent or any other Lender from engaging in any transaction, in
 addition to those contemplated by this Agreement or any other Loan Document,



                                      -41-

<PAGE>


 with any Guarantor, the Borrower or any of its Affiliates in which such
 Guarantor, the Borrower or such Affiliate is not restricted hereby from
 engaging with any other Person.

          SECTION 10.13. Forum Selection and Consent to Jurisdiction. ANY
 LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
 AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
 DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE
 LENDERS, THE GUARANTORS OR THE BORROWER MAY, TO THE FULLEST EXTENT PERMITTED BY
 LAW, BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE
 UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH OF THE
 GUARANTORS AND THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE
 NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE
 UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF'NEW YORK FOR THE
 PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE
 BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
 LITIGATION. EACH OF THE GUARANTORS AND THE BORROWER HEREBY IRREVOCABLY APPOINTS
 CSC NETWORKS (THE "PROCESS AGENT"), WITH AN OFFICE ON THE DATE HEREOF AT 375
 HUDSON STREET, NEW YORK, NEW YORK 10014, UNITED STATES, AS ITS AGENT TO
 RECEIVE, ON EACH GUARANTOR'S AND ON THE BORROWER'S BEHALF AND ON BEHALF OF ITS
 PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS
 WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING IN THE COURTS OF THE STATE
 OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
 NEW YORK. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH
 PROCESS TO THE PARENT OR THE BORROWER IN CARE OF THE PROCESS AGENT AT THE
 PROCESS AGENT'S ABOVE ADDRESS, AND EACH OF THE GUARANTORS AND THE BORROWER
 HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH
 SERVICE ON ITS BEHALF. AS AN ALTERNATIVE METHOD OF SERVICE, EACH OF THE
 GUARANTORS AND THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
 PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
 WITHOUT THE STATE OF NEW YORK. EACH OF THE GUARANTORS AND THE BORROWER HEREBY
 EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
 OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
 SUCH LITIGATION BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED
 STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY CLAIM THAT
 ANY SUCH LITIGATION IN SUCH COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
 TO THE EXTENT THAT ANY GUARANTOR OR THE BORROWER HAS OR HEREAFTER MAY ACQUIRE
 ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER
 THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
 EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR
 AND THE BORROWER HEREBY IRREVOCABLY WAIVE SUCH IMMUNITY IN RESPECT OF ITS
 OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

          SECTION 10.14. Waiver of Jury Trial. THE AGENT, THE LENDERS, THE
 GUARANTORS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
 WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
 BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT
 OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
 STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS,
 THE GUARANTORS OR THE BORROWER. EACH OF THE GUARANTORS AND THE BORROWER
 ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
 FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO
 WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL



                                      -42-


<PAGE>


INDUCEMENT FOR THE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH
SUCH OTHER LOAN DOCUMENT.


                                   ARTICLE XI

                               GUARANTY PROVISIONS

          SECTION 11.1. Guaranty. Each Guarantor hereby jointly and severally,
 absolutely, unconditionally and irrevocably

                    (a) guarantees the full and punctual payment when due,
          whether at stated maturity, by required prepayment, declaration,
          acceleration, demand or otherwise, of all Obligations of the Borrower,
          whether for principal, interest, fees, expenses or otherwise
          (including all such amounts which would become due but for the
          operation of the automatic stay under Section 362(a) of the United
          States Bankruptcy Code, 11 U.S.C. ss.362(a), and the operation of
          Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11
          U.S.C. ss.502(b) and ss.506(b)); and

                    (b) indemnifies and holds harmless each Lender and the Agent
          for any and all costs and reasonable expenses (including reasonable
          attorney's fees and expenses) incurred by such Lender or the Agent, as
          the case may be, in enforcing any rights under this Article.

 The guaranty contained in this Section constitutes a guaranty of payment of the
 Obligations when due and not of collection, and each Guarantor specifically
 jointly and severally agrees that it shall not be necessary or required that
 any Lender or the Agent exercise any right, assert any claim or demand or
 enforce any remedy whatsoever against the Borrower or any other Person before
 or as a condition to the obligations of the Guarantors hereunder.

          SECTION 11.2. Acceleration of Guaranty. Each Guarantor jointly and
 severally agrees that upon the occurrence of any Event of Default of the type
 set forth in Section 8.1.9 with regard to the Borrower at a time when any of
 the Obligations of the Borrower may not then be due and payable, each Guarantor
 will pay to the Lenders forthwith the full amount which would be payable
 hereunder by such Guarantor if all such Obligations were then due and payable.

          SECTION 11.3. Guaranty Absolute, etc. This Guaranty shall in all
 respects be a continuing, absolute, unconditional and irrevocable guaranty of
 payment, and shall remain in full force and effect until all Obligations of the
 Borrower have been paid in full, all obligations of each Guarantor hereunder
 shall have been paid in full and all Commitments shall have terminated. Each
 Guarantor jointly and severally guarantees that the Obligations of the Borrower
 will be paid strictly in accordance with the terms of this Agreement and each
 other Loan Document under which they arise, and the liability of each Guarantor
 under this Article shall be absolute, unconditional and irrevocable
 irrespective of:

                   (a) any lack of validity, legality or enforceability of this
          Agreement, any Note or any other Loan Document;

                   (b) the failure of any Lender or the Agent

                            (i) to assert any claim or demand or to enforce any
                   right or remedy against the Borrower under the provisions of
                   this Agreement, any Note, any other Loan Document or
                   otherwise, or

                            (ii) to exercise any right or remedy against any
                   other guarantor of, or collateral (if any) securing, any
                   Obligations;

                   (c) any change in the time, manner or place of payment of, or
          in any other term of, all or any of the Obligations or any other
          extension, compromise or renewal of any Obligation;



                                      -43-



<PAGE>


                   (d) any reduction, limitation, impairment or termination of
          the Obligations for any reason, including any claim of waiver,
          release, surrender, alteration or compromise, and shall not be subject
          to (and each Guarantor hereby waives any right to or claim of) any
          defense or setoff, counterclaim, recoupment or termination whatsoever
          by reason of the invalidity, illegality, nongenuineness, irregularity,
          compromise, unenforceability of, or any other event or occurrence
          affecting, the Obligations or otherwise, except for payment in full of
          the Obligations;

                   (e) any amendment to, rescission, waiver, or other
          modification of, or any consent to departure from, any of the terms of
          this Agreement, any Note or any other Loan Document;

                   (f) to the extent applicable, any addition, exchange,
          release, surrender or non-perfection of any collateral, or any
          amendment to or waiver or release or addition of, or consent to
          departure from, any other guaranty, held by any Lender or the Agent
          securing any of the Obligations; or

                   (g) any other circumstance which might otherwise constitute a
          defense available to, or a legal or equitable discharge of, the
          Borrower, any surety or any guarantor, except for payment in full of
          the Obligations.

          SECTION 11.4. Reinstatement, etc. Each Guarantor jointly and severally
 agrees that its obligations under this Article shall continue to be effective
 or be reinstated, as the case may be, if at any time any payment (in whole or
 in part) of any of the Obligations is rescinded or must otherwise be restored
 by any Lender or the Agent, upon the insolvency, bankruptcy or reorganization
 of the Borrower or otherwise, all as though such payment had not been made.

          SECTION 11.5. Waiver, etc. Each Guarantor hereby waives promptness,
 diligence, notice of acceptance and any other notice with respect to any of the
 Obligations and the guaranty contained in this Article and any requirement that
 the Agent or any Lender protect, secure, perfect or insure any security
 interest or Lien, or any property subject thereto, or exhaust any right or take
 any action against the Borrower or any other Person (including any other
 guarantor) or entity or any collateral securing the Obligations, as the case
 may be.

          SECTION 11.6. Postponement of Subrogation, etc. None of the Guarantors
 will exercise any rights which it may acquire by way of rights of subrogation
 under this Article, by any payment made hereunder or otherwise, until the prior
 payment, in full and in cash, of all Obligations. Any amount paid to any
 Guarantor on account of any such subrogation rights prior to the payment in
 full of all Obligations shall be held in trust for the benefit of the Lenders
 and the Agent and shall immediately be paid to the Agent and credited and
 applied against the Obligations, whether matured or unmatured, in accordance
 with the terms of this Agreement; provided, however, that if

                   (a) any Guarantor has made payment to the Lenders and the
          Agent of all or any part of the Obligations, and

                   (b) all Obligations have been paid in full and all
          Commitments have been permanently terminated,

 each Lender and the Agent agrees that, at such Guarantor's request, the Agent,
 on behalf of the Lenders, will execute and deliver to such Guarantor
 appropriate documents (without recourse and without representation or warranty)
 necessary to evidence the transfer by subrogation to such Guarantor of an
 interest in the Obligations resulting from such payment by such Guarantor. In
 furtherance of the foregoing, for so long as any Obligations or Commitments
 remain outstanding, each Guarantor shall refrain from taking any action or
 commencing any proceeding against the Borrower (or its successors or assigns,
 whether in connection with a bankruptcy proceeding or otherwise) to recover any
 amounts in the respect of payments made under this Article to any Lender or the
 Agent.

          SECTION 11.7. Judgment. Each Guarantor hereby agrees that:

                   (a) if, for the purposes of obtaining judgment in any court,
          it is necessary to convert a sum due hereunder or under any Loan
          Document in Dollars into another currency, the rate of exchange used
          shall be that




                                      -44-

<PAGE>

          at which in accordance with normal banking procedures the Agent could
          purchase Dollars with such other currency on the Business Day
          preceding that on which final judgment is given; and

                   (b) the obligation of any Guarantor in respect of any sum due
          from it to any Lender or the Agent hereunder shall, notwithstanding
          any judgment in a currency other than Dollars, be discharged only to
          the extent that on the Business Day following receipt by such Lender
          or the Agent, as the case may be, of any sum adjudged to be so due in
          such other currency such Lender or the Agent, as the case may be, may,
          in accordance with normal banking procedures, purchase Dollars with
          such other currency; in the event that the Dollars so purchased are
          less than the sum originally due to such Lender or the Agent in
          Dollars, each Guarantor, as a separate obligation and notwithstanding
          any such judgment, hereby indemnifies and holds harmless such Lender
          and the Agent against such loss, and if the Dollars so purchased
          exceed the sum originally due to such Lender or the Agent in Dollars,
          such Lender or the Agent, as the case may be, shall remit to such
          Guarantor such excess.

          SECTION 11.8. Rights of Contribution. The Subsidiary Guarantors hereby
 agree, as between themselves, that if any Subsidiary Guarantor shall become an
 Excess Funding Guarantor (as defined below) by reason of the payment by such
 Subsidiary Guarantor of any Obligations, each other Subsidiary Guarantor shall,
 on demand of such Excess Funding Guarantor (but subject to the next sentence),
 pay to such Excess Funding Guarantor an amount equal to such Subsidiary
 Guarantor's Pro Rata Share (as defined below and determined, for this purpose,
 without reference to the properties, debts and liabilities of such Excess
 Funding Guarantor) of the Excess Payment (as defined below) in respect of such
 Obligations. The payment obligation of a Subsidiary Guarantor to any Excess
 Funding Guarantor under this Section 11.8 shall be subordinate and subject in
 right of payment to the prior payment in full of the obligations of such
 Subsidiary Guarantor under the other provisions of this Section 11 and such
 Excess Funding Guarantor shall not exercise any right or remedy with respect to
 such excess until payment and satisfaction in full of all of such obligations.

                   For purposes of this Section 11.8, (i) "Excess Funding
 Guarantor" shall mean, in respect of any Obligations, a Subsidiary Guarantor
 that has paid an amount in excess of its Pro Rata Share of such Obligations,
 (ii) "Excess Payment" shall mean, in respect of any Obligations, the amount
 paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such
 Obligations and (iii) "Pro Rata Share" shall mean, for any Subsidiary
 Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the
 aggregate present fair saleable value of all properties of such Subsidiary
 Guarantor (excluding any shares of stock of any other Subsidiary Guarantor)
 exceeds the amount of all the debts and liabilities of such Subsidiary
 Guarantor (including contingent, subordinated, unmatured and unliquidated
 liabilities, but excluding the obligations of such Subsidiary Guarantor
 hereunder and any obligations of any other Subsidiary Guarantor that have been
 Guaranteed by such Subsidiary Guarantor) to (y) the amount by which the
 aggregate fair saleable value of all properties of the Parent and all of the
 Subsidiary Guarantors exceeds the amount of all the debts and liabilities
 (including contingent, subordinated, unmatured and unliquidated liabilities,
 but excluding the obligations of the Parent and the Subsidiary Guarantors
 hereunder) of the Parent and all of the Subsidiary Guarantors, all as of the
 date hereof. If any Subsidiary becomes a Subsidiary Guarantor hereunder
 subsequent to the date hereof, then for purposes of this Section 11.8 such
 subsequent Subsidiary Guarantor shall be deemed to have been a Subsidiary
 Guarantor as of the date hereof and the aggregate present fair saleable value
 of the properties, and the amount of the debts and liabilities, of such
 Subsidiary Guarantor as of the date hereof shall be deemed to be equal to such
 value and amount on the date such Subsidiary Guarantor becomes a Subsidiary
 Guarantor hereunder.



                                      -45-

<PAGE>



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



                             FRDK, INC.


                             By: /s/ Shoba Khetrapal
                                 -----------------------
                             Title: Vice President &
                                    Treasurer


                             By: /s/ Joan Wilson
                                 -----------------------
                             Title: Vice President &
                                    Secretary

                             Address: 1 First Canadian Place
                                    Toronto, Ontario, Canada
                                    M5X IG5

                             Facsimile No.: 416-364-3364

                             Attention: Joan M. Wilson



                             with copies to:


                             Chadbourne & Parke LLP
                             30 Rockefeller Plaza
                             New York, New York 10112-0127
                             Facsimile No.: 212-541-5369
                             Attention: Dennis J. Friedman


                             Moore Corporation Limited
                             1 First Canadian Place
                             Toronto, Ontario, Canada
                             M5X IG5
                             Facsimile No.: 416-364-1667
                             Attention: Shoba Khetrapal



                                      -46-



<PAGE>


                             MOORE CORPORATION LIMITED


                             By: /s/ Shoba Khetrapal
                             ---------------------------
                             Title: Vice President &
                                    Treasurer



                             By: /s/ Joan Wilson
                             ---------------------------
                             Title: Vice President &
                                    Controller

                             Address: 1 First Canadian Place
                                 Toronto, Ontario, Canada
                                 M5X 1G5


                             Facsimile No.: 416-364-1667

                             Attention: Shoba Khetrapal


                             with a copy to:

                             Chadbourne & Parke LLP
                             30 Rockefeller Plaza
                             New York, New York 10112-0127
                             Facsimile No.: 212-541-5369
                             Attention: Dennis J. Friedman



                                      -47-



<PAGE>



                             THE BANK OF NOVA SCOTIA, as Agent


                             By: /s/ M. D. Smith
                             -------------------------
                             Name: M. D. Smith
                             Title: Agent

                             Address: 600 Peachtree Street, N.E.
                                 Suite 2700
                                 Atlanta, Georgia 30308

                             Facsimile No.: 404-888-8998

                             Attention: Amanda Norsworthy

                             with copies to:

                             The Bank of Nova Scotia
                             16/F 44 King Street West
                             Toronto, Ontario MSH 1H1
                             Facsimile No.: 416-866-2009
                             Attention: Vice President,
                                        Corporate Banking,Toronto
                             The Bank of Nova Scotia, Chicago
                             Representative Office
                             Suite 3700
                             181 West Madison Street
                             Chicago, Illinois 60602
                             Facsimile No.: 312-201-4108
                             Attention: Vice President



                                      -48-

<PAGE>


       PERCENTAGE                              LENDERS
       -----------------------------------------------


23.8095%                     THE BANK OF NOVA SCOTIA



                             By: /s/ M. D. Smith
                             -------------------------
                             Name:  M. D. Smith
                             Title: Agent

                             Domestic
                             Office:   600 Peachtree Street, N.E.
                                       Suite 2700
                                       Atlanta, Georgia 30308

                             Facsimile No.: 404-888-8998

                             Attention: Amanda Norsworthy

                             with copies to:

                             The Bank of Nova Scotia
                             16/F 44 King Street West
                             Toronto, Ontario M5H 1H1
                             Facsimile No.: 416-866-2009
                             Attention: Vice President,
                                        Corporate Banking, Toronto

                             The Bank of Nova Scotia, Chicago
                               Representative Office
                             Suite 3700
                             181 West Madison Street
                             Chicago, Illinois 60602
                             Facsimile No.: 312-201-4108
                             Attention: Vice President

                             LIBOR
                             Office: 600 Peachtree Street, N.E.
                                     Suite 2700
                                     Atlanta, Georgia 30308

                             Facsimile No.: 404-888-8998

                             Attention: Amanda Norsworthy

                             with copies to:

                             The Bank of Nova Scotia
                             16/F 44 King Street West
                             Toronto, Ontario M5H 1H1
                             Facsimile No.: 416-866-2009
                             Attention: Vice President,
                                        Corporate Banking, Toronto





                                      -49-



<PAGE>


                             The Bank of Nova Scotia, Chicago
                               Representative Office
                             Suite 3700
                             181 West Madison Street
                             Chicago, Illinois 60602
                             Facsimile No.: 312-201-4108
                             Attention: Vice President























                                      -50-



<PAGE>


 17.8571%                  CITIBANK, N.A.



                           By: /s/ Marjorie Futornick
                           ---------------------------
                           Name: Marjorie Futornick
                           Title: Vice President


                           Domestic
                           Office:  399 Park Avenue
                                    New York, New York 10043

                           Facsimile No.: 212-559-2395

                           Attention: Marjorie Futornick
















                                      -51-



<PAGE>


 8.3333%                   CREDIT SUISSE FIRST BOSTON, acting through its New
                           York Branch



                           By: /s/ Chris T. Horgan
                           ---------------------------
                           Name:   Chris T. Horgan
                           Title:  Vice President


                           By: /s/ Bill O'Daly
                           ---------------------------
                           Name:  Bill O'Daly
                           Title: Vice President


                           Domestic
                           Office:   Eleven Madison Avenue
                                     New York, New York 10010-3629

                           Facsimile No.:  212-325-8309

                           Attention:      Chris T. Horgan





                                      -52-



<PAGE>




 5.9524%                   WACHOVIA BANK, N.A.



                           By: /s/ Fitzhugh Wickham
                           ---------------------------
                           Name:  Fitzhugh Wickham
                           Title: Vice President


                           Domestic
                           Office:   191 Peachtree Street
                                     Atlanta, Georgia 30303

                           Facsimile No.: 404-332-6898

                           Attention:     Fitzhugh Wickham





                                      -53-



<PAGE>


 8.3333%                   ABN-AMRO BANK N.V., Cayman Island Branch



                           By: /s/ Yvon J. Jeghers
                           ---------------------------
                           Name:  Yvon J. Jeghers
                           Title: Group Vice President



                           By: /s/ Rick Van Waterschoot
                           ----------------------------
                           Name:  Rick Van Waterschoot
                           Title: Vice President


                           Domestic Office:
                           ABN AMRO Bank N.V., Chicago Branch
                           208 South La Salle Street, suite 1500
                           Chicago, Illinois 60604-1003
                           Fax: 312-992-5155
                           Attention: Marti Vandervest






                                      -54-



<PAGE>


 17.8571%                  CIBC INC.




                           By: /s/ Nora Q. Catiis
                           ---------------------------
                           Name:    Nora Q. Catiis
                           Title:   Executive Director
                                    CIBC World Markets Corp. As Agent


                           Domestic
                           Office:  Two Paces West
                                    2727 Paces Ferry Road
                                    Suite 1200
                                    Atlanta, Georgia 30339


                           Facsimile No.: 770-319-4950

                           Attention:     Bonnie Harris




                                      -55-



<PAGE>



 3.5714%                   COMERICA BANK




                           By: /s/ Marian Enright
                           ---------------------------
                           Name:  Marian Enright
                           Title: Vice President


                           Domestic
                           Office:   500 Woodward Avenue
                                     Detroit, Michigan 48226


                           Facsimile No.: 313-222-3377

                           Attention:     Marian Enright




                                      -56-



<PAGE>


 8.3333%                   THE FIRST NATIONAL BANK OF CHICAGO


                           By: /s/ Janet Beadle
                           ---------------------------
                           Name:  Janet Beadle
                           Title: Vice President



                           By: /s/ Colleen H. Delaney
                           ---------------------------
                           Name:  Colleen H. Delaney
                           Title: Assistant Vice President


                           Domestic
                           Office:    161 Bay Street
                                      Suite 4240
                                      Toronto, Ontario Canada M5J 2S1


                           Facsimile No.: 416-363-7574

                           Attention:     Commercial Loans
                                          Janet Beadle




                                      -57-


<PAGE>


 5.9524%                   THE BANK OF TOKYO-MITSUBISHI, LTD



                           By: /s/ Catherine Moeser
                           ---------------------------
                           Name:  Catherine Moeser
                           Title: Attorney-in-Fact

                           Domestic
                           Office:    The Bank of Tokyo-Mitsubishi Ltd.
                                        New York Branch
                                      c/o BTM Information Services
                                      1251 Avenue of the Americas
                                      New York, New York 10020

                           Facsimile No.: 201-521-2304

                           Attention:     Mr. Rolando Vy
                                          Operations Dept.




                                      -58-

<PAGE>



 Pursuant to Section 7.2.10 of this Agreement, the
 undersigned, on this ___ day of ___________, ____,
 hereby absolutely and unconditionally assumes and
 agrees, jointly and severally, to pay, perform, observe
 and discharge all of the obligations of a  Guarantor
 under this Agreement in consideration of the benefits
 of such financing.


 _______________________________________________________

 By ____________________________________________________

  Name: ________________________________________________

  Title: _______________________________________________










                                      -59-

<PAGE>


                                                                      SCHEDULE I




                              DISCLOSURE SCHEDULE*
                              -------------------



 ITEM 6.7 Litigation.

            None.

 ITEM 6.8 Existing Liens.

            None.

 ITEM 6.10 Employee Benefit Plans.

            Moore Corporation Retiree Medical Plan.

 ITEM 6.11 Environmental Matters.

            (e)    Property Listed on NPL, CERCLIS, or State Priority Site List

            1.     Moore Business Forms, 279 Locust Avenue, Dover, NH, is listed
                   on the New Hampshire All Sites List.

            2.     Moore Business Forms, 2060 Brown Avenue, Manchester, NH, is
                   listed on the New Hampshire all Sites List.

            (g)    Transportation of Hazardous Waste to NPL, CERCLIS, or State
                   Priority Sites

                   Parent and/or its Subsidiaries have been identified as
                   potentially responsible parties at 19 sites listed on the
                   National Priorities List pursuant to CERCLA. At some or all
                   of these sites, it has been asserted that Parent and/or its
                   Subsidiaries are jointly and severally liable for the costs
                   of cleanup associated with the sites. Nevertheless, Parent
                   and/or its Subsidiaries have transported, or arranged to
                   transport, hazardous material to only one location listed on
                   the national Priorities List which, because of the small
                   number of parties involved at the site, could reasonably lead
                   to material claims against Parent and/or its Subsidiaries:
                   Dover Municipal Landfill, Dover, NH; EPA I.D. No.
                   NHD980520191. This site, however, has been subject to
                   regulatory oversight for many years and, based on available
                   information, is not likely to result in liabilities for
                   Parent and/or its Subsidiaries that would have a Material
                   Adverse Effect.

 ITEM 7.2.2 Existing Debt.

            See Attachment 1 hereto.

 ITEM 7.2.7 Sale Leasebacks.

            None.


----------
*   Item numbers are keyed to refer to Sections where the item is principally
    referred to in the Amended and Restated Credit Agreement.




<PAGE>


                                                                       EXHIBIT A


                                 [Form of Note]


$________                                                   __________ ___, 1999

          FOR VALUE RECEIVED, the undersigned, FRDK, INC., a New York
corporation (the "Borrower"), promises to pay to the order of _____________ (the
"Lender") on the Stated Maturity Date with respect to the [364-day Loans]
[Three-year Loans] the principal sum of __________ DOLLARS ($____) or, if less,
the aggregate unpaid principal amount of all [364-day] [Three-year] Loans shown
on the schedule attached hereto (and any continuation thereof) made by the
Lender pursuant to that certain Amended and Restated Credit Agreement, dated as
of August 5, 1999 (together with all amendments and other modifications, if any,
from time to time thereafter made thereto, the "Credit Agreement"), among the
Borrower, Moore Corporation Limited, an Ontario corporation (the "Parent"), the
various commercial banks (including the Lender) as are or may become parties
thereto (collectively, the "Lenders") and The Bank of Nova Scotia, as agent (the
"Agent") for the Lenders.

          The Borrower also promises to pay interest on the unpaid principal
 amount hereof from time to time outstanding from the date hereof until maturity
 (whether by acceleration or otherwise) and, after maturity, until paid, at the
 rates per annum and on the dates specified in the Credit Agreement.

          Payments of both principal and interest are to be made in lawful money
 of the United States of America in same day or immediately available funds to
 the account designated by the Agent pursuant to the Credit Agreement.

          This Note is a [364-day Note] [Three-year Note] referred to in, and
 evidences Indebtedness incurred under, the Credit Agreement, to which reference
 is made for a description of the terms and conditions on which the Borrower is
 permitted and required to make prepayments and repayments of principal of the
 Indebtedness evidenced by this Note and on which such Indebtedness may be
 declared to be immediately due and payable. Unless otherwise defined, terms
 used herein have the meanings provided in the Credit Agreement.

          All parties hereto, whether as makers, endorsers, or otherwise,
 severally waive presentment for payment, demand, protest and notice of
 dishonor.

          THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED
 TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
 NEW YORK.

                                     FRDK, INC.


                                     By:___________________
                                       Title:


                                     By:___________________
                                       Title:




<PAGE>



                          LOANS AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                               Amount of Principal      Unpaid Principal
                Amount of Loan Made                                  Repaid                 Balance
            --------------------------                      -----------------------------------------------
            Base                       Interest Period (if                                Base        LIBO                 Notation
Date        Rate            LIBO Rate      applicable)       Base Rate     LIBO Rate      Rate        Rate      Total      Made By
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>             <C>            <C>               <C>            <C>           <C>         <C>       <C>        <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -2-

<PAGE>



                                                                       EXHIBIT B


                                BORROWING REQUEST


 The Bank of Nova Scotia,
  as Agent
 600 Peachtree Street, N.E.
 Suite 2700
 Atlanta, Georgia 30308
 Attn: Amanda Norsworthy

                                    FRDK INC.


 Gentlemen and Ladies:

          This Borrowing Request is delivered to you pursuant to Section 2.3 of
 the Amended and Restated Credit Agreement, dated as of August 5, 1999 (together
 with all amendments, if any, from time to time made thereto, the "Credit
 Agreement"), among FRDK, Inc., a New York corporation (the "Borrower"), Moore
 Corporation Limited, an Ontario corporation (the "Parent"), the various
 financial institutions as are or may become parties thereto (collectively, the
 "Lenders") and The Bank of Nova Scotia, as agent (the "Agent") for the Lenders.
 Unless otherwise defined herein or the context otherwise requires, terms used
 herein have the meanings provided in the Credit Agreement

          The Borrower hereby requests that (a) a 364-day Loan be made in the
aggregate principal amount of $_____ on ________, 19__ as a [LIBO Rate Loan
having an Interest Period of ___ months] [Base Rate Loan] and (b) a Three-year
Loan be made in the aggregate principal amount of $ on _______, 19__ as a [LIBO
Rate Loan having an Interest Period of ___ months] [Base Rate Loan].

          The Borrower hereby acknowledges that, pursuant to Section 5.2.2 of
 the Credit Agreement, each of the delivery of this Borrowing Request and the
 acceptance by the Borrower of the proceeds of the Loans requested hereby
 constitutes a representation and warranty by the Borrower that, on the date of
 such Loans, and before and after giving effect thereto and to the application
 of the proceeds therefrom, all statements set forth in Section 5.2.1 are true
 and correct in all material respects.

          The Borrower agrees that if prior to the time of the Borrowing
 requested hereby any matter certified to herein by it will not be true and
 correct at such time as if then made, it will immediately so notify the Agent.
 Except to the extent, if any, that prior to the time of the Borrowing requested
 hereby the Agent shall receive written notice to the contrary from the
 Borrower, each matter certified to herein shall be deemed once again to be
 certified as true and correct at the date of such Borrowing as if then made.

          Please wire transfer the proceeds of the Borrowing to the accounts of
 the following persons at the financial institutions indicated respectively:



<PAGE>

                     Person to be Paid
 Amount to be      ---------------------                    Name, Address, etc.
 Transferred       Name                      Account No.    of Transferee Lender
 -----------       ----                      -----------    --------------------

 $_______         ______                      _________         ___________

                                                                ___________

                                                                Attention: _____


 $_______         ______                      _________         ___________

                                                                ___________

                                                                Attention: _____


 Balance of        The Borrower               _________         ___________
 such proceeds
                                                                ___________

                                                                Attention: _____




          The Borrower has caused this Borrowing Request to be executed and
 delivered, and the certification and warranties contained herein to be made, by
 its duly Authorized Officer this ___ day of ______, 199__.


                                     FRDK, INC.


                                     By:____________________
                                     Title:


                                     By:____________________
                                     Title:










                                      -2-


<PAGE>


                                                                       EXHIBIT C




                         CONTINUATION/CONVERSION NOTICE


 The Bank of Nova Scotia,
  as Agent
 600 Peachtree Street, N.E.
 Suite 2700
 Atlanta, Georgia 30308
 Attn: Amanda Norsworthy

                                   FRDK_ INC.


 Gentlemen and Ladies:

          This Continuation/Conversion Notice is delivered to you pursuant to
 Section 2.4 of the Amended and Restated Credit Agreement, dated as of August 5,
 1999 (together with all amendments, if any, from time to time made thereto, the
 "Credit Agreement"), among FRDK, Inc., a New York corporation (the "Borrower"),
 Moore Corporation Limited, an Ontario corporation (the "Parent"), the various
 financial institutions as are or may become parties thereto (collectively, the
 "Lenders") and The Bank of Nova Scotia, as agent (the "Agent") for the Lenders.
 Unless otherwise defined herein or the context otherwise requires, terms used
 herein have the meanings provided in the Credit Agreement

          The Borrower hereby requests that on __________, 19__,

                    (1) $______ of the presently outstanding principal amount of
          the [364-day] [Three-year) Loans originally made on ____________,
          19__, [and $______ of the presently outstanding principal amount of
          the [364-day] [Three-year] Loans originally made on ____________,
          19__,

                   (2) and all Loans presently being maintained as *[Base Rate
          Loans] [L1B0 Rate Loans],

                   (3) be [converted into] [continued as],

                   (4) **[LIBO Rate Loans having an Interest Period of ____
          months] [Base Rate Loans].

 The Borrower hereby:

                   (a) certifies and warrants that no Event of Default has
          occurred and is continuing; and

                   (b) agrees that if prior to the time of such continuation or
          conversion any matter certified to herein by it will not be true and
          correct at such time as if then made, it will immediately so notify
          the Agent.

 Except to the extent, if any, that prior to the time of the continuation or
 conversion requested hereby the Agent shall receive written notice to the
 contrary from the Borrower, each matter certified to herein shall be deemed to
 be certified at the date of such continuation or conversion as if then made.




----------
 *    Select appropriate interest rate option.

 **   Insert appropriate interest rate option.






<PAGE>


                       The Borrower has caused this Continuation/Conversion
              Notice to be executed and delivered, and the certification and
              warranties contained herein to be made, by its Authorized Officer
              this ___ day of ________, 199_.




                                   FRDK, INC.


                                   By:_______________________
                                     Title:



                                   By:_______________________
                                     Title:













                                      -2-


<PAGE>


                                                                       EXHIBIT D


                           LENDER ASSIGNMENT AGREEMENT

 To:      FRDK, Inc.
          1 First Canadian Place
          Toronto, Ontario, Canada
             M5X 1 GS
          Attn: Joan M. Wilson

 To:      The Bank of Nova Scotia,
           as Agent
          600 Peachtree Street, N.E.
             Suite 2700
          Atlanta, Georgia 30308
          Attn: Amanda Norsworthy


                                   FRDK. INC.
                                   ----------

 Gentlemen and Ladies:

          We refer to clause (d) of Section 10.11.1 of the Amended and Restated
Credit Agreement, dated as of August 5, 1999 (together with all amendments, if
any, from time to time made thereto, the "Credit Agreement"), among FRDK, Inc.,
a New York corporation (the "Borrower"), Moore Corporation Limited, an Ontario
corporation (the "Parent"), the various financial institutions as are or may
become parties thereto (collectively, the "Lenders") and The Bank of Nova
Scotia, as agent (the "Agent") for the Lenders. Unless otherwise defined herein
or the context otherwise requires, terms used herein have the meanings provided
in the Credit Agreement.

          This agreement is delivered to you pursuant to clause (d) of Section
10.11.1 of the Credit Agreement and also constitutes notice to each of you,
pursuant to clause (c) of Section 10.11.1 of the Credit Agreement, of the
assignment and delegation to   (the "Assignee") of:

          (a) ___% of the 364-day Loans and Commitment to make the 364-day Loans
          ("364-day Commitment")and

          (b) ___% of the Three-year Loans and Commitment to make the Three-year
          Loans ("Three-year Commitment")

of ______________ (the "Assignor") outstanding under the Credit Agreement on the
date hereof. After giving effect to the foregoing assignment and delegation, the
Assignor's and the Assignee's Percentages for the purposes of the Credit
Agreement are set forth opposite such Person's name on the signature pages
hereof.

          [Add paragraph dealing with accrued interest and fees with rest to
Loans assigned.]

          The Assignee hereby acknowledges and confirms that it has received a
copy of the Credit Agreement and the exhibits related thereto, together with
copies of the documents which were required to be delivered under the Credit
Agreement as a condition to the making of the Loans thereunder. The Assignee
further confirms and agrees that in becoming a Lender and in making its
Commitment and Loans under the Credit Agreement, such actions have and will be
made without recourse to, or representation or warranty by the Agent.

          Except as otherwise provided in the Credit Agreement, effective as of
the date of acceptance hereof by the Agent

                   (a) the Assignee



<PAGE>


                            (i) shall be deemed automatically to have become a
                    party to the Credit Agreement, have all the rights and
                    obligations of a "Lender" under the Credit Agreement and the
                    other Loan Documents as if it were an original signatory
                    thereto to the extent specified in the second paragraph
                    hereof;

                            (ii) agrees to be bound by the terms and conditions
                    set forth in the Credit Agreement and the other Loan
                    Documents as if it were an original signatory thereto; and

                    (b) the Assignor shall be released from its obligations
          under the Credit Agreement and the other Loan Documents to the extent
          specified in the second paragraph hereof.

          The Assignor and the Assignee hereby agree that the [Assignor]
[Assignee] will pay to the Agent the processing fee referred to in Section
10.11.1 of the Credit Agreement upon the delivery hereof.

          The Assignee hereby advises each of you of the following
administrative details with respect to the assigned Loans and Commitment and
requests the Agent to acknowledge receipt of this document:

                    (A)   Address for Notices:

                                  Institution Name:

                                  Attention:

                                  Domestic Office:

                                  Telephone:

                                  Facsimile:

                                  LIBOR Office:

                                  Telephone:

                                  Facsimile:
                    (B)   Payment Instructions:

          The Assignee agrees to furnish the tax form required by the Section
4.6 (if so required) of the Credit Agreement no later than the date of
acceptance hereof by the Agent.

          This Agreement may be executed by the Assignor and Assignee in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

             Adjusted Percentage                      [ASSIGNOR]

             364-day Commitment
                and
             364-day Loans:            __%

             Three-year Commitment
                and
             Three-year Loans:         __%


                                                By:______________________
                                                 Title:




                                      -2-


<PAGE>



             Percentage                               [ASSIGNEE]

             364-day Commitment
              and
             364-day Loans:            __%

             Three-year Commitment
              and
             Three-year Loans:         __%


                                                By:______________________
                                                 Title:





                                      -3-

<PAGE>


 Accepted and Acknowledged
 this ____ day of ______, 199_


 THE BANK OF NOVA SCOTIA,
   as Agent


 By:____________________
   Title:


 FRDK, INC.


 By:____________________
   Title:


 By:____________________
   Title:









                                      -4-


<PAGE>




                                                                       EXHIBIT G


                         FORM OF COMPLIANCE CERTIFICATE

                                   FRDK, Inc.

          This certificate is delivered pursuant to clause [(a)] [(d)] of
Section 7.1.1 of the Amended and Restated Credit Agreement, dated as of August
5, 1999 (as the same may be amended, amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among FRDK, Inc.,
a New York corporation (the "Borrower"), Moore Corporation Limited, an Ontario
corporation (the "Parent") and a Guarantor, certain Subsidiaries of the Parent,
as Subsidiary Guarantors, the various financial institutions as are or may
become parties thereto (collectively, the "Lenders"), and The Bank of Nova
Scotia ("Scotiabank"), as agent (the "Agent") for the Lenders. Unless otherwise
defined herein, terms used herein and in the Attachments hereto are used with
the meanings provided therefor in the Credit Agreement.

          The Parent hereby certifies and warrants that as of ___________, _____
(the "Computation Date") no Default or Event of Default had occurred and was
continuing.

          The Parent hereby further certifies and warrants that as of the
Computation Date:

          (1) The Net Worth as of the Computation Date was $________, as
computed on Attachment 1 hereto. The minimum Net Worth permitted at any time
pursuant to clause a of Section 7.2.9 of the Credit Agreement is $425,000,000
plus 50% of $_________ (i.e., Net Income computed on a cumulative basis for the
period commencing July 1, 1999 though and including the Computation Date).

          (2) The Leverage Ratio at the end of the last Fiscal Quarter during
the period as set forth in clause (b) of Section 7.2.9 of the Credit Agreement
was ___ to 1.0, as computed on Attachment 2 hereto, which is [more] [less] than
0.55 to 1, the maximum Leverage Ratio permitted pursuant to clause (b) of
Section 7.2.9 of the Credit Agreement.

          (3) The Interest Coverage Ratio at the end of the last Fiscal Quarter
during the period as set forth in clause (c) of Section 7.2.9 of the Credit
Agreement was to 1.0, as computed on Attachment 3 hereto, which is [more] [less]
than 3:00 to 1, the minimum Interest Coverage Ratio for such period required
pursuant to clause (c) of Section 7.2.9.

                          IN WITNESS WHEREOF, the undersigned has caused this
               Compliance Certificate to be delivered by its chief financial
               Authorized Officer this ____ day of __________, [19][20]__.



                                          MOORE CORPORATION LIMITED



                                          By:_______________________
                                           Title:



<PAGE>

                                                             Attachment 1
                                                             (to __ __ __
                                                        Compliance Certificate)


                                    NET WORTH
                             As of ___________, ____

                                Computation Date


 A.  the amount of the capital stock accounts
     (net of treasury stock, at cost) ........................  $_________

 B.  the surplus in retained earnings of the Parent and its
     consolidated Subsidiaries as determined in accordance
     with GAAP ...............................................  $_________

 C.  Net Worth:
     Item A plus (or minus in the case of a deficit) Item B...  $_________














                                      1-1

<PAGE>

                                                             Attachment 2
                                                             (to __ __ __
                                                        Compliance Certificate)

                                 LEVERAGE RATIO

                             As of ___________, ____
                                Computation Date


A.  Debt outstanding as of Computation Date:
    ---------------------------------------

         (1) all obligations of such Person for borrowed
     money and all obligations of such Person evidenced by
     bonds, debentures, notes or other similar instruments .......   $
                                                                      ---------

         (2) all obligations, contingent or otherwise,
     relative to the face amount of all letters of credit,
     whether or not drawn, and banker's acceptances issued
     for the account of such Person ..............................   $
                                                                      ---------

         (3) all obligations of such Person as lessee under
     leases which have been or should be, in accordance with
     GAAP, recorded as Capitalized Lease Liabilities .............   $
                                                                      ---------

         (4) Item A(1) + Item A(2) + Item A(3)....................   $
                                                                      ---------

B.   Total Capitalization as of Computation Date:
     --------------------------------------------


         (1) Debt of the Parent and its Subsidiaries on a
     consolidated basis ..........................................   $
                                                                      ---------

         (2) the amount, determined on a consolidated basis,
     in the capital stock account plus (or minus in the case
     of a deficit) the additional paid-in capital and
     retained earnings of the Parent and its Subsidiaries,
     and in any event, net of the value of treasury stock in
     such capital stock account ..................................   $
                                                                      ---------

         (3) Item B(1) + Item B(2)                                   $
                                                                      ---------

C .  Leverage Ratio as of Computation Date:
     --------------------------------------

     Item A(4)/Item B(3) * 100%...................................             %
                                                                      ---------

                                       2-1
<PAGE>

                                                             Attachment 3
                                                             (to __ __ __
                                                        Compliance Certificate)

                             INTEREST COVERAGE RATIO

                             As of ___________, ____
                                Computation Date


A.   EBITDA for the Fiscal Quarter immediately prior to the
     Computation Date and the three immediately prior Fiscal
     Quarters:

     Item G of Attachment 4 .....................................  $
                                                                    ------------

B.   Interest Expense for the Fiscal Quarter immediately
     prior to the Computation Date and the three immediately
     prior Fiscal Quarters:

     Item B(3) of Attachment 4 ..................................  $
                                                                    ------------

C.   Interest Coverage Ratio:

     Item A /Item B .............................................  $
                                                                    ------------





                                       3-1
<PAGE>
                                                             Attachment 4
                                                             (to __ __ __
                                                        Compliance Certificate)

                                     EBITDA

                             As of ___________, ____
                                Computation Date

A.   Net Income of the Parent and its Subsidiaries:

     (1) net income of the Parent and its Subsidiaries for
         the Fiscal Quarter immediately prior to the
         Computation Date and the three immediately prior
         Fiscal Quarters on a consolidated basis in
         accordance with GAAP ...................................  $
                                                                    ------------

B.   Interest Expense for the Fiscal Quarter immediately
     prior to the Computation Date and the three immediately
     prior Fiscal Quarters:

     (1) the aggregate consolidated interest expense (net of
         interest income) of the Parent and its Subsidiaries
         during such period, after giving effect to all
         payments made and received in respect of Hedging
         Obligations, all as determined in accordance with
         GAAP ...................................................  $
                                                                    ------------

     (2) any non-cash charges during such period included in
         interest expense in accordance with GAAP,
         including, without limitation, restructuring and
         realignment charges ....................................  $
                                                                    ------------

     (3) Item B(1) - Item B (2) .................................  $
                                                                    ------------

C.   income tax expense .........................................  $
                                                                    ------------
D.   depreciation ...............................................  $
                                                                    ------------

E.   amortization (including amortization of deferred
     financing fees) ............................................  $
                                                                    ------------

F.   the $615,000,000 pre-tax restructuring charge relating
     to the restructuring program announced in July 1998 by
     the Parent .................................................  $
                                                                    ------------

G.   EBITDA:

     the sum of Items A(1), B(3), C, D, E and F .................  $
                                                                    ------------


                                       4-1
<PAGE>

                 FORM OF MNAI FINANCIAL STATEMENTS CERTIFICATION

     This certificate is delivered pursuant to clause c of Section 7.1.1 of the
Amended and Restated Credit Agreement, dated as of August 5, 1999 (as the same
may be amended, amended and restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among FRDK, Inc., a New York corporation
(the "Borrower") Moore Corporation Limited, an Ontario corporation (the
"Parent") and a Guarantor, certain Subsidiaries of the Parent, as Subsidiary
Guarantors, the various financial institutions as are or may become parties
thereto (collectively, the "Lenders"), and The Bank of Nova Scotia
("Scotiabank"), as agent (the "Agent") for the Lenders. Unless otherwise defined
herein, terms used herein and in the Attachments hereto are used with the
meanings provided therefor in the Credit Agreement.

     The undersigned, the chief financial officer of MNAI, hereby certifies, to
the best of [his/her] knowledge that the enclosed financial statements of MNAI
have been prepared in accordance with GAAP consistently applied, and present
fairly the consolidated financial condition of MNAI and its Subsidiaries as at
the date thereof and the result of their operations for the period then ended
[subject, in each case, to normal year-end audit adjustments], in accordance
with GAAP.

     IN WITNESS WHEREOF, the undersigned has caused this Compliance Certificate
to be delivered by its chief financial officer this _________  day
of _________, [19][20]__.


                                              MOORE NORTH AMERICA INC.

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



                                      5-1