<PAGE>   1
                                                                    Exhibit 10.1
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT


                         DATED AS OF NOVEMBER 30, 1999,


                                      AMONG


                       PROTOCOL COMMUNICATIONS, INC., AND
                               MEDIA EXPRESS INC.
                                  AS BORROWERS,

                           THE LENDERS LISTED HEREIN,
                                   AS LENDERS,

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                             AS ADMINISTRATIVE AGENT

                             ING (U.S.) CAPITAL LLC,
                     AS SYNDICATION AGENT AND CO-BOOK RUNNER

                                       AND

                        LASALLE BANK NATIONAL ASSOCIATION
                             AS DOCUMENTATION AGENT,

                                      WITH

                             CIBC WORD MARKETS CORP.
                           AS ARRANGER AND BOOK RUNNER

<PAGE>   2



                          PROTOCOL COMMUNICATIONS, INC.
                               MEDIA EXPRESS INC.

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                TABLE OF CONTENTS

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 Section 1.   DEFINITIONS...........................................................................3
       1.1    Certain Defined Terms.................................................................3
       1.2    Accounting Terms; Utilization of GAAP for Purposes of Calculations
              Under Agreement......................................................................57
       1.3    Other Definitional Provisions and Rules of Construction..............................58

Section 2.    AMOUNTS AND TERMS OF COMMITMENTS AND LOANS...........................................58
       2.1    Commitments; Making of Loans; Notes..................................................58
       2.2    Interest on the Loans................................................................69
       2.3    Fees.................................................................................74
       2.4    Repayments, Prepayments and Reductions in Acquisition Commitments and
              Revolving Loan Commitments; General Provisions Regarding Payments;
              Application of Proceeds of Collateral and Payments Under Guaranties..................75
       2.5    Use of Proceeds......................................................................92
       2.6    Special Provisions Governing Eurodollar Rate Loans...................................93
       2.7    Increased Costs; Taxes; Capital Adequacy.............................................96
       2.8    Obligation of Lenders and Issuing Lenders to Mitigate; Mandatory
              Assignments by Lenders..............................................................102
       2.9    Increase in US Acquisition Loan Commitments; Addition of Lenders;
              Assignments.........................................................................103

Section 3.    LETTERS OF CREDIT...................................................................105
       3.1    Issuance of Letters of Credit and Lenders' Purchase of Participations
              Therein.............................................................................105
       3.2    Letter of Credit Fees...............................................................109
       3.3    Drawings and Reimbursement of Amounts Paid Under Letters of Credit..................110
       3.4    Obligations Absolute................................................................113

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                   TABLE OF CONTENTS
                      (CONTINUED)

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       3.5    Indemnification; Nature of Issuing Lenders' Duties..................................114
       3.6    Increased Costs and Taxes Relating to Letters of Credit.............................116

Section 4.    CONDITIONS TO EFFECTIVENESS; CONDITIONS TO LOANS AND LETTERS OF CREDIT..............117
       4.1    Conditions to Effectiveness.........................................................117
       4.2    Conditions to All Loans.............................................................125
       4.3    Conditions to Letters of Credit.....................................................126

Section 5.    BORROWERS' REPRESENTATIONS AND WARRANTIES...........................................127
       5.1    Organization, Powers, Qualification, Good Standing, Business and
              Subsidiaries........................................................................127
       5.2    Authorization of Borrowing, etc.....................................................128
       5.3    Financial Condition.................................................................129
       5.4    No Material Adverse Change; No Restricted Junior Payments...........................130
       5.5    Title to Properties; Liens; Real Property...........................................131
       5.6    Litigation; Adverse Facts...........................................................131
       5.7    Payment of Taxes....................................................................132
       5.8    Performance of Agreements; Materially Adverse Agreements; Material
              Contracts...........................................................................132
       5.9    Governmental Regulation.............................................................133
       5.10   Securities Activities...............................................................133
       5.11   Employee Benefit Plans..............................................................133
       5.12   Certain Fees........................................................................134
       5.13   Environmental Protection............................................................134
       5.14   Employee Matters....................................................................135
       5.15   Solvency............................................................................136
       5.16   Matters Relating to Collateral......................................................136
       5.17   Related Agreements..................................................................137
       5.18   Disclosure..........................................................................138
       5.19   Survival of Rights Created Under Existing Credit Agreement..........................138

Section 6.    BORROWERS' AFFIRMATIVE COVENANTS....................................................139
       6.1    Financial Statements and Other Reports..............................................139
       6.2    Corporate Existence, etc............................................................147
       6.3    Payment of Taxes and Claims; Tax Consolidation......................................147
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                   TABLE OF CONTENTS
                      (continued)

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       6.4    Maintenance of Properties; Insurance; Application of Net
              Insurance/Condemnation Proceeds.....................................................148
       6.5    Inspection Rights; Audits; Lender Meeting...........................................150
       6.6    Compliance with Laws, etc...........................................................151
       6.7    Environmental Review and Investigation, Disclosure, Etc.; Company's
              Actions Regarding Hazardous Materials Activities, Environmental
              Claims and Violations of Environmental Laws.........................................151
       6.8    Execution of Guaranties and Personal Property Collateral Documents by
              Future Subsidiaries.................................................................154
       6.9    Matters Relating to Additional Real Property Collateral.............................156
       6.10   Operation of METC and METC Holdings.................................................158
       6.11   Year 2000 Compliance................................................................160
       6.12   Solvency............................................................................160
       6.13   Blocked Accounts....................................................................160
       6.14   Post Closing Matters................................................................161

Section 7.    BORROWERS' NEGATIVE COVENANTS.......................................................161
       7.1    Indebtedness........................................................................161
       7.2    Liens and Related Matters...........................................................163
       7.3    Investments; Joint Ventures.........................................................164
       7.4    Contingent Obligations..............................................................165
       7.5    Restricted Junior Payments..........................................................166
       7.6    Financial Covenants.................................................................167
       7.7    Restriction on Fundamental Changes; Asset Sales and Acquisitions....................169
       7.8    Consolidated Capital Expenditures...................................................170
       7.9    Restriction on Equipment Indebtedness and Capital Leases............................171
       7.10   Sales and Lease-Backs...............................................................171
       7.11   Sale or Discount of Receivables.....................................................172
       7.12   Transactions with Shareholders and Affiliates.......................................172
       7.13   Disposal of Subsidiary Stock........................................................173
       7.14   Conduct of Business.................................................................173
       7.15   Amendments or Waivers of Certain Related Agreements.................................173
       7.16   Fiscal Year.........................................................................174

Section 8.    EVENTS OF DEFAULT...................................................................174
       8.1    Failure to Make Payments When Due...................................................174
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                   TABLE OF CONTENTS
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       8.2    Default in Other Agreements.........................................................174
       8.3    Breach of Certain Covenants.........................................................175
       8.4    Breach of Warranty..................................................................175
       8.5    Other Defaults Under Loan Documents.................................................175
       8.6    Involuntary Bankruptcy; Appointment of Receiver, etc................................175
       8.7    Voluntary Bankruptcy; Appointment of Receiver, etc..................................176
       8.8    Judgments and Attachments...........................................................176
       8.9    Dissolution.........................................................................177
       8.10   Employee Benefit Plans..............................................................177
       8.11   Material Adverse Effect.............................................................177
       8.12   Change in Control...................................................................177
       8.13   Invalidity of Guaranties; Failure of Security; Repudiation of
              Obligations.........................................................................177
       8.14   Amendment of Certain Documents of Holdings..........................................178
       8.15   Conduct of Business By Holdings.....................................................178

Section 9.    ADMINISTRATIVE AGENT................................................................179
       9.1    Appointment.........................................................................179
       9.2    Powers and Duties; General Immunity.................................................181
       9.3    Representations and Warranties; No Responsibility For Appraisal of
              Creditworthiness....................................................................183
       9.4    Right to Indemnity..................................................................183
       9.5    Successor Administrative Agent......................................................184
       9.6    Collateral Documents and Guaranties.................................................184
       9.7    Restrictions on Actions by Lenders; Sharing of Payments.............................186
       9.8    Duties of Other Agents..............................................................186

Section 10.   MISCELLANEOUS.......................................................................186
       10.1   Assignments and Participations in Loans and Letters of Credit.......................186
       10.2   Expenses............................................................................191
       10.3   Indemnity...........................................................................192
       10.4   Set-Off; Security Interest in Deposit Accounts......................................193
       10.5   Ratable Sharing.....................................................................194
       10.6   Amendments and Waivers..............................................................195
       10.7   Independence of Covenants...........................................................196
       10.8   Notices.............................................................................197
       10.9   Survival of Representations, Warranties and Agreements..............................197

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                   TABLE OF CONTENTS
                      (continued)
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       10.10  Failure or Indulgence Not Waiver; Remedies Cumulative...............................197
       10.11  Marshalling; Payments Set Aside.....................................................198
       10.12  Severability........................................................................198
       10.13  Obligations Several; Independent Nature of Lenders' Rights..........................198
       10.14  Headings............................................................................199
       10.15  Applicable Law......................................................................199
       10.16  Successors and Assigns..............................................................199
       10.17  Consent to Jurisdiction and Service of Process......................................199
       10.18  Waiver of Jury Trial................................................................200
       10.19  Confidentiality.....................................................................201
       10.20  Relationship........................................................................201
       10.21  Currency Conversion.................................................................202
       10.22  Language............................................................................202
       10.23  Reservation of Security.............................................................202
       10.24  Limited Waiver......................................................................202
       10.25  Counterparts; Effectiveness.........................................................203
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EXHIBITS



<S>               <C>
I                 FORM OF NOTICE OF BORROWING
II                FORM OF NOTICE OF CONVERSION/CONTINUATION
III               FORM OF NOTICE OF ISSUANCE OF LETTER OF CREDIT
IV-A              FORM OF TRANCHE A TERM NOTE
IV-B              FORM OF TRANCHE B TERM NOTE
V                 FORM OF CANADIAN TERM NOTE
VI                FORM OF REVOLVING NOTE
VII-A             FORM OF U.S. ACQUISITION NOTE
VII-B             FORM OF CANADIAN ACQUISITION NOTE
VIII              FORM OF COMPLIANCE CERTIFICATE
IX-A              FORM OF OPINION OF U.S. COMPANY COUNSEL
IX-B              FORM OF OPINION OF CANADIAN COMPANY COUNSEL
X                 FORM OF OPINION OF O'MELVENY & MYERS LLP
XI                FORM OF ASSIGNMENT AGREEMENT
XII               FORM OF SOLVENCY CERTIFICATE
XIII              FORM OF SECURITY AGREEMENT
XIV               FORM OF DOMESTIC SUBSIDIARY GUARANTY
XV                FORM OF HOLDINGS PLEDGE AGREEMENT
XVI               FORM OF HOLDINGS GUARANTY
XVII              FORM OF COMPANY GUARANTY
XVIII-A           FORM OF CANADIAN SUBSIDIARY SECURITY AGREEMENT
XVIII-B           FORM OF CANADIAN SUBSIDIARY PLEDGE AGREEMENT
XVIII-C           FORM OF CANADIAN SUBSIDIARY TRADEMARK SECURITY AGREEMENT
XIX               FORM OF CANADIAN SUBSIDIARY HYPOTHEC
XX                [INTENTIONALLY OMITTED]
XXI               FORM OF ACKNOWLEDGEMENT AND CONFIRMATION
XXII              FORM OF BORROWING BASE CERTIFICATE
XXIII             FORM OF SUBORDINATION PROVISIONS FOR PROMISSORY NOTES
XXIV              FORM OF SUBORDINATION PROVISIONS FOR ACQUISITION AGREEMENTS
XXV               FORM OF MASTER ASSIGNMENT AGREEMENT
XXVI-A            FORM OF CANADIAN SUBSIDIARY PLEDGE OF NOTE
XXVI-B            FORM OF CANADIAN SUBSIDIARY DEMAND NOTE
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SCHEDULES


<S>      <C>
1.1N     NEW LOAN DOCUMENTS
1.1P     PRO FORMA ADJUSTMENTS FOR EXISTING ACQUIRED BUSINESSES
2.1      LENDERS' COMMITMENTS AND PRO RATA SHARES
4.1C     CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP
5.1      SUBSIDIARIES OF COMPANY
5.5      REAL PROPERTY
5.6      LITIGATION
5.8      MATERIAL CONTRACTS
5.11     CERTAIN EMPLOYEE BENEFIT PLANS
5.13     ENVIRONMENTAL MATTERS
6.14     POST CLOSING COVENANTS
7.1      EXISTING INDEBTEDNESS
7.2      CERTAIN EXISTING LIENS
7.3      CERTAIN EXISTING INVESTMENTS
7.4      EXISTING CONTINGENT OBLIGATIONS

</TABLE>
<PAGE>   9

                                                               EXECUTION VERSION

                          PROTOCOL COMMUNICATIONS, INC.
                               MEDIA EXPRESS INC.

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                 This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of
November 30, 1999, and entered into by and among PROTOCOL COMMUNICATIONS, INC.,
a Delaware corporation ("COMPANY"), MEDIA EXPRESS INC., a corporation organized,
constituted and existing under the Canada Business Corporations Act formerly
known as 3587452 Canada Inc. ("MEDIA EXPRESS"), THE FINANCIAL INSTITUTIONS
LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a
"LENDER" and collectively as "LENDERS"), and CANADIAN IMPERIAL BANK OF COMMERCE
("CIBC"), as administrative agent for Lenders (in such capacity, "ADMINISTRATIVE
AGENT"), ING (U.S.) CAPITAL, LLC ("ING BARINGS"), as syndication agent and
co-book runner (in such capacity, "SYNDICATION AGENT"), and LASALLE BANK
NATIONAL ASSOCIATION, as documentation agent (in such capacity, "DOCUMENTATION
AGENT") with CIBC WORLD MARKETS CORP., as arranger and lead book runner.

                                 R E C I T A L S

                  WHEREAS, Company (this and other capitalized terms used in
these recitals without definition being used as defined in subsection 1.1),
Lenders (or their predecessors in interest), and Administrative Agent have
heretofore entered into that certain Credit Agreement dated as of June 5, 1998
(the "ORIGINAL CREDIT AGREEMENT");

                  WHEREAS, the Original Credit Agreement was amended and
restated pursuant to that certain Amended and Restated Credit Agreement dated as
of February 1, 1999, by and among Company, Lenders (or their predecessors in
interest), and Administrative Agent (the "FIRST RESTATED CREDIT AGREEMENT");

                  WHEREAS, the First Restated Credit Agreement was amended and
restated pursuant to that certain Second Amended and Restated Credit Agreement
dated as of May 21, 1999, by and among Company, Media Express, Lenders (or their
predecessors in interest), and Administrative Agent (as amended to the date
hereof, the "EXISTING CREDIT AGREEMENT");

                                       1
<PAGE>   10
                  WHEREAS, the lenders that are parties to the Existing Credit
Agreement have assigned their respective interests therein and in the loan
documents (as such term is defined in the Existing Credit Agreement) to the
Lenders hereunder pursuant to a Master Assignment Agreement substantially in the
form of Exhibit XXV hereto, which shall become effective immediately before the
effectiveness hereof;

                  WHEREAS, Company, Media Express, Lenders and Administrative
Agent desire to amend and restate the Existing Credit Agreement in its entirety;

                  WHEREAS, on the Effective Date, concurrently with the first
borrowing of Loans hereunder, Borrowers will convert certain Existing Loans
outstanding on the Effective Date into Loans hereunder, repay all Existing Loans
that are not converted into Loans hereunder, and pay all accrued and unpaid
interest on all Existing Loans and all other amounts owed under the Existing
Credit Agreement;

                  WHEREAS, Company and each of its Domestic Subsidiaries have
agreed to pledge and grant on the Effective Date a security interest in
substantially all of their respective present and future real and personal
property to secure the payment and performance of the Obligations of Company and
such Domestic Subsidiaries;

                  WHEREAS, Company shall execute and deliver on the Effective
Date the Company Guaranty pursuant to which Company shall guaranty all
obligations of the Canadian Borrower hereunder and under the other Loan
Documents to which it is a party;

                  WHEREAS, Holdings shall execute and deliver on the Effective
Date the Holdings Guaranty and each of Company's Domestic Subsidiaries shall
execute and deliver on the Effective Date the Domestic Subsidiary Guaranty
pursuant to which Holdings and each of Company's Domestic Subsidiaries shall
guaranty all Obligations of the Borrowers;

                  WHEREAS, the Canadian Borrower shall execute and deliver on
the Effective Date a Canadian Subsidiary Hypothec pursuant to which the Canadian
Borrower shall pledge and grant a security interest in substantially all of its
present and future real and personal property to secure the payment and
performance of the Canadian Subsidiary Demand Note payable to Canadian Imperial
Bank of Commerce, which demand note shall be pledged by the Canadian Borrower to
secure its Obligations, and another Canadian Subsidiary Hypothec pursuant to
which the Canadian Borrower shall pledge and grant a security interest in
substantially all of its present and future real and

<PAGE>   11
personal property to secure the payment and performance its Obligations
hereunder and under the other Loan Documents;

                  WHEREAS, Holdings and each of Company's Subsidiaries shall
confirm and agree on the Effective Date that their respective existing grants of
security interests in substantially all of their respective assets to secure
their existing guaranties will (except to the extent such grants are superseded
by grants made on the Effective Date) continue as security for the payment and
performance of the obligations of such Loan Parties under the Guaranties
delivered by such Loan Parties in connection with this Agreement and the
Existing Credit Agreement; and

                  WHEREAS, each of Company's Canadian Subsidiaries and the
Canadian Resident Stockholder shall confirm and agree on the Effective Date that
their respective existing Guaranties shall continue to guaranty all Obligations
of the Borrowers; provided that the maximum amount of the Obligations guarantied
by METC and METC Holdings shall be limited to the amount of obligations owed
under the Existing Credit Agreement on the Effective Date, immediately before
the effectiveness hereof;

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Company, the Canadian
Borrower, Lenders, and Agents agree that the Existing Credit Agreement is hereby
amended and restated, without novation, as follows:

SECTION 1.        DEFINITIONS

1.1      Certain Defined Terms.

                  The following terms used in this Agreement shall have the
following meanings:

                  "ACCOUNT" means any present or future right to payment for
goods sold or leased or for services rendered, whether due or to become due,
whether now existing or hereafter arising and whether or not it has been earned
by performance.

                  "ACKNOWLEDGEMENT AND CONFIRMATION" means an Acknowledgement
and Confirmation Agreement dated as of the date hereof, substantially in the
form of Exhibit XXI hereto, pursuant to which each Guarantor shall acknowledge
and confirm that its obligations under the Guaranties and the Collateral
Documents to which it is a party shall continue to guaranty or secure, as the
case may be, the Obligations of the


<PAGE>   12
Borrowers hereunder, as such Acknowledgement and Confirmation Agreement may
hereafter be amended, supplemented, restated, or otherwise modified from time to
time.

                  "ACQUIRED BUSINESS" means any Person that becomes a Subsidiary
of Company or is merged into or consolidated or amalgamated with Company or any
of its Subsidiaries on or after the First Closing Date, and any assets that
comprise all or substantially all of the assets of any Person or division or
line of business that are acquired by Company or any of its Subsidiaries on or
after the First Closing Date.

                  "ACQUISITION" means any acquisition of an Acquired Business by
Company or any of its Subsidiaries on or after the First Closing Date, including
by purchase, merger, consolidation or amalgamation.

                  "ACQUISITION AGREEMENTS" means each agreement pursuant to
which an Acquisition is made (including Acquisitions made before the Effective
Date).

                  "ACQUISITION INDEBTEDNESS" means all obligations (other than
obligations to issue Holdings Common Stock) owed to the sellers of any Acquired
Business for the deferred purchase price of such Acquired Business, whether such
obligations are evidenced by an Acquisition Agreement, employment agreement, or
otherwise, and without regard to the characterization of such obligations in
such agreements, but excluding Contingent Acquisition Obligations. Acquisition
Indebtedness does not include obligations in respect of Approved Employee
Bonuses.

                  "ACQUISITION LOAN COMMITMENT" means a US Acquisition Loan
Commitment or a Canadian Acquisition Loan Commitment, and "ACQUISITION LOAN
COMMITMENTS" means such commitments of all Lenders in the aggregate.

                  "ACQUISITION LOANS" means the US Acquisition Loans and the
Canadian Acquisition Loans.

                  "ACQUISITION NOTES" means the US Acquisition Notes and the
Canadian Acquisition Notes.

                  "ADJUSTED EURODOLLAR RATE" means a rate per annum (rounded
upwards, if necessary, to the next higher 1/100th of 1%) determined by
Administrative Agent pursuant to the following formula:

         Adjusted Eurodollar Rate =          LIBOR
                                   ----------------------------
                                1.00-Eurodollar Reserve Percentage


<PAGE>   13
                  "ADJUSTED SENIOR DEBT LEVERAGE RATIO" means, as of any date of
determination, the ratio of (i) the sum of (a) the aggregate principal amount of
Consolidated Total Debt outstanding on such date minus (b) the aggregate
principal amount of Subordinated Indebtedness outstanding on such date plus (c)
the Projected Earn-out Obligations for the six Fiscal Month period immediately
following the end of the 12 Fiscal Month period referred to in clause (ii)(x)
below minus (d) the Projected Escrow Refunds for such six Fiscal Month period
divided by (ii) the sum of (x) the aggregate amount of Consolidated EBITDA,
determined on a Pro Forma Basis, for the 12 Fiscal Month period most recently
ended on or before such date of determination (or, for purposes of subsection
2.1A, subsection 3.1A, the Notices of Borrowing and the Notices of Issuance of
Letter of Credit, the 12 Fiscal Month period most recently ended before such
date of determination for which Administrative Agent has received the financial
statements delivered pursuant to subsection 6.1(i)), plus (y) Projected
Incremental EBITDA for the six Fiscal Month period immediately following the end
of such 12 Fiscal Month period.

                  "ADMINISTRATIVE AGENT" has the meaning assigned to that term
in the introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.5A.

                  "AFFECTED LENDER" has the meaning assigned to that term in
subsection 2.6C.

                  "AFFILIATE", as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.

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

                  "AGREEMENT" means this Third Amended and Restated Credit
Agreement dated as of November 30, 1999, as it may be amended, supplemented,
restated or otherwise modified from time to time.

<PAGE>   14
                  "AGENTS" means the Administrative Agent, the Syndication Agent
and the Documentation Agent.

                  "APPROVED EMPLOYEE BONUSES" means all obligations owed by any
Loan Party to any officer, director or employee of Company or any of its
Subsidiaries that Requisite Lenders have agreed in writing with Company shall
not constitute Acquisition Indebtedness or Contingent Acquisition Obligations.

                  "ASSET SALE" means the sale by Company or any of its
Subsidiaries to any Person other than Company or any of its wholly-owned
Subsidiaries of (i) any of the stock of any of Company's Subsidiaries, (ii)
substantially all of the assets of any division or line of business of Company
or any of its Subsidiaries, or (iii) any other assets (whether tangible or
intangible) of Company or any of its Subsidiaries.

                  "ASSIGNMENT AGREEMENT" means an Assignment Agreement in
substantially the form of Exhibit XI annexed hereto.

                  "BANKRUPTCY CODE" means Title 11 of the United States Code
entitled "Bankruptcy", as now and hereafter in effect, or any successor statute.

                  "BASE RATE" means, at any time, the higher of (x) the Prime
Rate or (y) the rate which is 1/2 of 1% in excess of the Federal Funds Effective
Rate.

                  "BASE RATE LOANS" means Loans bearing interest at rates
determined by reference to the Base Rate as provided in subsection 2.2A.

                  "BCI" means BCI Growth V, L.P., BCI Growth IV, L.P. and any
one or more of their Affiliates.

                  "BLOCKED ACCOUNT AGREEMENT" has the meaning assigned thereto
in subsection 6.13.

                  "BORROWER" means Company or the Canadian Borrower and
"BORROWERS" means both Company and the Canadian Borrower.

                  "BORROWING BASE" means an amount equal to 85% of Eligible
Accounts.

                  "BORROWING BASE CERTIFICATE" means a certificate substantially
in the form of Exhibit XXII annexed hereto delivered to Administrative Agent and
Lenders by
<PAGE>   15
Company pursuant to subsection 6.1(xix), with appropriate insertions, and all
related reports and supporting documentation as reasonably requested by Lenders.

                  "BUSINESS DAY" means (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday, Sunday and any day on
which banks are not required or authorized to close in New York, New York and
upon which each of the Lenders is in fact open for business, and (ii) with
respect to all notices, determinations, fundings and payments in connection with
the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, any day that is a
Business Day described in clause (i) above and that is also a day for trading by
and between banks in Dollar deposits in the London interbank market.

                  "CANADIAN ACQUISITION LOAN COMMITMENT" means the commitment of
a Lender to make Canadian Acquisition Loans to the Canadian Borrower pursuant to
subsection 2.1A(v), and "CANADIAN ACQUISITION LOAN COMMITMENTS" means such
commitments of all Lenders in the aggregate.

                  "CANADIAN ACQUISITION LOAN COMMITMENT TERMINATION DATE" means
November 15, 2001.

                  "CANADIAN ACQUISITION LOAN EXPOSURE" means, with respect to
any Lender as of any date of determination (i) prior to the termination of the
Canadian Acquisition Loan Commitments, that Lender's Canadian Acquisition Loan
Commitment and (ii) after the termination of the Canadian Acquisition Loan
Commitments, the outstanding principal amount of the Canadian Acquisition Loans
of that Lender.

                  "CANADIAN ACQUISITION LOAN MATURITY DATE" means November 30,
2006.

                  "CANADIAN ACQUISITION LOANS" means the Loans made by Lenders
to the Canadian Borrower pursuant to subsection 2.1A(v).

                  "CANADIAN ACQUISITION NOTES" means (i) the promissory notes of
the Canadian Borrower issued pursuant to subsection 2.1E(ii)(b) on the Effective
Date and (ii) any promissory notes issued by the Canadian Borrower pursuant to
the last sentence of subsection 10.1B(i) in connection with assignments of the
Canadian Acquisition Loan Commitments or Canadian Acquisition Loans of any
Lenders, in each case substantially in the form of Exhibit VII-B annexed hereto,
as they may be amended, supplemented, restated or otherwise modified from time
to time.
<PAGE>   16
                  "CANADIAN ACQUISITION RESERVE" means, at any time, an amount
equal to the sum of the following:

                           (i) 125% of the excess of the amount of Contingent
         Acquisition Obligations of the Canadian Borrower at such time over the
         amount of cash held in escrow at such time to secure payment of such
         obligations that Company in good faith projects will become payable at
         any time thereafter; provided that if Requisite Lenders or
         Administrative Agent disagree with such projections, then the amount in
         this clause (i) shall be determined by Requisite Lenders, or in the
         absence of such determination by Requisite Lenders, then by
         Administrative Agent, and provided further that the amount in this
         clause (i) shall not, in either case, exceed 100% of the excess of the
         amount of Contingent Acquisition Obligations of the Canadian Borrower
         at such time over the amount of cash held in escrow at such time to
         secure payment of such obligations at such time, plus

                           (ii) 75% of the aggregate principal amount of all
         Subordinated Acquisition Indebtedness owed by the Canadian Borrower at
         such time, plus

                           (iii) 100% of the excess of the amount of all
         Acquisition Indebtedness owed by the Canadian Borrower at such time
         that does not constitute Subordinated Acquisition Indebtedness over the
         amount of cash held in escrow at such time to secure payment of such
         obligations.

                  "CANADIAN BORROWER" means Media Express.

                  "CANADIAN COLLATERAL DOCUMENTS" means the Canadian Subsidiary
Hypothecs, the Canadian Subsidiary Pledge Agreements, the Canadian Subsidiary
Security Agreements, the Canadian Subsidiary Trademark Security Agreements, the
Canadian Subsidiary Security Agreement (Escrows), the Canadian Resident
Hypothecs, the Canadian Subsidiary Pledge of Note, the Canadian Subsidiary
Demand Note, and all other instruments or documents now existing or hereafter
executed granting Liens on property of any Canadian Subsidiary to Administrative
Agent for benefit of Lenders.

                  "CANADIAN PLAN" means each employee benefit plan (other than a
pension plan) which Company or any one of its Subsidiaries maintains or to which
it is obligated to contribute and which is subject to any Canadian federal law
or provincial law relating to employee benefit plans (other than pension plans).
<PAGE>   17
                  "CANADIAN RESIDENT GUARANTIES" means (i) the Canadian Resident
Non-Recourse Guaranty dated as of May 21, 1999, executed and delivered by the
Canadian Resident Stockholder on the Third Closing Date pursuant to the Existing
Credit Agreement, and (ii) each Canadian Resident Guaranty executed and
delivered by any additional Canadian Resident Stockholder from time to time
after the Effective Date in accordance with subsection 6.8C, as each such
agreement may hereafter be amended, supplemented, restated or otherwise modified
from time to time.

                  "CANADIAN RESIDENT HYPOTHECS" means (i) a Canadian Resident
Deed of Hypothec, executed and delivered by the Canadian Resident Stockholder on
the Third Closing Date pursuant to the Existing Credit Agreement, and (ii) each
Canadian Resident Deed of Hypothec executed and delivered by any additional
Canadian Resident Stockholder from time to time after the Effective Date in
accordance with subsection 6.8C, as each such agreement may hereafter be
amended, supplemented, restated or otherwise modified from time to time.

                  "CANADIAN RESIDENT STOCKHOLDER" means (i) on the Effective
Date, Fisher, and (ii) any natural person who is a Canadian resident and
acquires after the Effective Date shares of capital stock of METC Holdings in
accordance with subsection 6.10.

                  "CANADIAN SUBSIDIARY" means each Subsidiary of Company that is
organized under the laws of Canada or any province or other political
subdivision thereof.

                  "CANADIAN SUBSIDIARY DEMAND NOTE" means that certain Demand
Note issued and delivered by the Canadian Borrower, as payor, to Canadian
Imperial Bank of Commerce, as payee, on the Effective Date in accordance with
subsection 4.1, in substantially the form of Exhibit XXVI-B annexed hereto, as
such Demand Note may hereafter be amended, supplemented, endorsed, or otherwise
modified from time to time.

                  "CANADIAN SUBSIDIARY GUARANTOR" means each Canadian Subsidiary
of Company that is a party to the Canadian Subsidiary Guaranty and "CANADIAN
SUBSIDIARY GUARANTORS" means all of them, collectively; provided, however that
Canadian Subsidiary Guarantors shall also mean any Person that becomes a
Canadian Subsidiary of Company after the Effective Date that executes and
delivers a counterpart of the Canadian Subsidiary Guaranty pursuant to
subsection 6.8.

                  "CANADIAN SUBSIDIARY GUARANTY" means the Canadian Subsidiary
Guaranty executed and delivered by each Canadian Subsidiary Guarantor on the
Third
<PAGE>   18
Closing Date pursuant to the Existing Credit Agreement, as such guaranty
may hereafter be amended, supplemented, restated or otherwise modified from time
to time.

                  "CANADIAN SUBSIDIARY HYPOTHECS" means (i) those certain
Hypothecs each executed and delivered by each Canadian Subsidiary, as grantor,
and Administrative Agent, as Secured Party, on the Third Closing Date pursuant
to the Existing Credit Agreement, (ii) the two Hypothecs executed and delivered
by the Canadian Borrower on the Effective Date in accordance with subsection
4.1, in substantially the form of Exhibit XIX annexed hereto and (iii) each
Hypothec executed and delivered by any additional Canadian Subsidiary Guarantor
from time to time after the Effective Date in accordance with subsection 6.8, in
substantially the form of Exhibit XIX annexed hereto, as each such agreement may
hereafter be amended, supplemented, restated or otherwise modified from time to
time.

                  "CANADIAN SUBSIDIARY PLEDGE AGREEMENTS" means (i) those
certain Canadian Subsidiary Pledge Agreements each executed and delivered on the
Third Closing Date pursuant to the Existing Credit Agreement by each Canadian
Subsidiary, as Pledgor, and Administrative Agent, as Secured Party, and (ii)
each Canadian Subsidiary Pledge Agreement executed and delivered by any
additional Canadian Subsidiary Guarantor from time to time after the Effective
Date in accordance with subsection 6.8, in substantially the form of Exhibit
XVIII-B annexed hereto, as each such agreement may hereafter be amended,
supplemented, restated, or otherwise modified from time to time.

                  "CANADIAN SUBSIDIARY PLEDGE OF NOTE" means that certain Pledge
of Note executed and delivered by the Canadian Borrower, as pledgor, and
Administrative Agent, as pledgee, on the Effective Date in accordance with
subsection 4.1, in substantially the form of Exhibit XXVI-A annexed hereto, as
such agreement may hereafter be amended, supplemented, restated or otherwise
modified from time to time.

                  "CANADIAN SUBSIDIARY SECURITY AGREEMENTS" means (i) those
certain Canadian Subsidiary Security Agreements each executed and delivered on
the Third Closing Date pursuant to the Existing Credit Agreement by each of the
Canadian Borrower and METC, as Grantor, and Administrative Agent, as Secured
Party, and (ii) each Canadian Subsidiary Security Agreement executed and
delivered by any additional Canadian Subsidiary Guarantor from time to time
after the Effective Date in accordance with subsection 6.8, in substantially the
form of Exhibit XVII-A annexed hereto, as each such agreement may hereafter be
amended, supplemented, restated, or otherwise modified from time to time.
<PAGE>   19
                  "CANADIAN SUBSIDIARY TRADEMARK SECURITY AGREEMENTS" means (i)
those certain Canadian Subsidiary Trademark Security Agreements each executed
and delivered on the Third Closing Date pursuant to the Existing Credit
Agreement by each of the Canadian Borrower and METC, as Grantor, and
Administrative Agent, as Secured Party, and (ii) each Canadian Subsidiary
Trademark Security Agreement executed and delivered by any additional Canadian
Subsidiary Guarantor from time to time after the Effective Date in accordance
with subsection 6.8, in substantially the form of Exhibit XVIII-C annexed
hereto, as each such agreement may hereafter be amended, supplemented, restated,
or otherwise modified from time to time.

                  "CANADIAN SUBSIDIARY SECURITY AGREEMENT (ESCROWS)" means a
Canadian Subsidiary Security Agreement (Escrows) dated as of May 21, 1999,
executed and delivered by the Canadian Borrower and Administrative Agent on the
Third Closing Date pursuant to the Existing Credit Agreement, as such agreement
may hereafter be amended, supplemented, restated or otherwise modified from time
to time.

                  "CANADIAN TERM LOAN COMMITMENT" means the commitment of a
Lender to convert Existing Canadian Acquisition Loans into Canadian Term Loans
to the Canadian Borrower pursuant to subsection 2.1A(iii), and "CANADIAN TERM
LOAN COMMITMENTS" means such commitments of all Lenders in the aggregate.

                  "CANADIAN TERM LOAN EXPOSURE" means, with respect to any
Lender as of any date of determination (i) prior to the termination of the
Canadian Term Loan Commitments, that Lender's Canadian Term Loan Commitment and
(ii) after the termination of the Canadian Term Loan Commitments, the
outstanding principal amount of the Canadian Term Loans of that Lender.

                  "CANADIAN TERM LOAN MATURITY DATE" means December 15, 2004.

                  "CANADIAN TERM LOANS" means the Loans made or converted by
Lenders to the Canadian Borrower pursuant to subsection 2.1A(iii).

                  "CANADIAN TERM NOTES" means (i) the promissory notes of the
Canadian Borrower issued pursuant to subsection 2.1E(ii)(a) and (ii) any
promissory notes issued by the Canadian Borrower pursuant to the last sentence
of subsection 10.1B(i) in connection with assignments of the Canadian Term Loan
Commitments or Canadian Term Loans of any Lenders, in each case substantially in
the form of Exhibit V annexed hereto, as they may be amended, supplemented,
restated, or otherwise modified from time to time.
<PAGE>   20

                  "CAPITAL LEASE", as applied to any Person, means any lease of
any property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

                  "CASH" means money, currency or a credit balance in a Deposit
Account.

                  "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within six months
after such date; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within six months after
such date and having, at the time of the acquisition thereof, the highest rating
obtainable from either Standard & Poor's Ratings Group ("S&P") or Moody's
Investors Service, Inc. ("MOODY'S"); (iii) commercial paper maturing no more
than six months from the date of creation thereof and having, at the time of the
acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from
Moody's or equivalent ratings of Canadian Bond Rating Service and Dominion Bond
Rating Service; (iv) certificates of deposit or bankers' acceptances maturing
within six months after such date and issued or accepted by any Lender or by any
commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia that (a) is at least "adequately
capitalized" (as defined in the regulations of its primary Federal banking
regulator) and (b) has Tier 1 capital (as defined in such regulations) of not
less than $100,000,000; (v) shares of any money market mutual fund that (a) has
at least 95% of its assets invested continuously in the types of investments
referred to in clauses (i) and (ii) above, (b) has net assets of not less than
$500,000,000, and (c) has the highest rating obtainable from either S&P or
Moody's; and (vi) comparable short term investments in securities issued by the
Canadian government or any agency thereof or in certificates of deposit or
bankers' acceptances maturing within one year after such date and issued or
accepted by any commercial bank organized under the laws of Canada.

                  "CIBC" has the meaning assigned to that term in the
introduction to this Agreement.

                  "CLASS" means, as applied to Lenders, each of the following
classes of Lenders: (i) Lenders having Tranche A Term Loan Exposure, (ii)
Lenders having Tranche B Term Loan Exposure, (iii) Lenders having Canadian Term
Loan Exposure,
<PAGE>   21
(iv) Lenders having US Acquisition Loan Exposure, (v) Lenders having Canadian
Acquisition Loan Exposure, and (vi) Lenders having Revolving Loan Exposure.

                  "COLLATERAL" means, collectively, all of the real, personal
and mixed property (including capital stock) in which Liens are purported to be
granted pursuant to the Collateral Documents as security for the Obligations.

                  "COLLATERAL DOCUMENTS" means, the Holdings Pledge Agreement,
the Security Agreement, the Security Agreement (Escrows), the Canadian
Collateral Documents, the Investment Account Agreements, the Mortgages, the
Blocked Account Agreements and all other instruments or documents now or
hereafter granting Liens on property of Holdings, Company or any of its
Subsidiaries to Administrative Agent for the benefit of Lenders.

                  "COMMERCIAL LETTER OF CREDIT" means any letter of credit or
similar instrument issued for the purpose of providing the primary payment
mechanism in connection with the purchase of any materials, goods or services by
Company or any of its Subsidiaries in the ordinary course of business of Company
or such Subsidiary.

                  "COMMITMENTS" means the commitments of Lenders to make or
convert Loans as set forth in subsection 2.1A.

                  "COMPANY" means Protocol Communications, Inc., a Delaware
corporation.

                  "COMPANY COMMON STOCK" means the common stock of Company, par
value $0.001 per share.

                  "COMPANY GUARANTY" means an Amended and Restated Company
Guaranty executed and delivered by Company on the Effective Date, substantially
in the form of Exhibit XVII annexed hereto, as such Company Guaranty may
hereafter be amended, supplemented, restated or otherwise modified from time to
time.

                  "COMPLIANCE CERTIFICATE" means a certificate substantially in
the form of Exhibit VIII annexed hereto delivered to Administrative Agent and
Lenders by Company pursuant to subsection 6.1(iv).

                  "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
sum of (i) the aggregate of all expenditures (whether paid in cash or other
consideration or accrued as a liability and including that portion of Capital
Leases which is capitalized on
<PAGE>   22
the consolidated balance sheet of Company and its Subsidiaries) by Company and
its Subsidiaries during that period that, in conformity with GAAP, are included
in "additions to property, plant or equipment" or comparable items reflected in
the consolidated statement of cash flows of Company and its Subsidiaries plus
(ii) to the extent not covered by clause (i) of this definition, the aggregate
of all expenditures by Company and its Subsidiaries during that period to
purchase or develop computer software or systems (but only to the extent such
expenditures are capitalized on the consolidated balance sheet of Company and
its Subsidiaries in conformity with GAAP) excluding, however, any expenditures
made pursuant to Permitted Acquisitions.

                  "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
Consolidated Interest Expense for such period excluding, however, any interest
expense not payable in Cash (including amortization of discount and amortization
of debt issuance costs and interest payable in kind).

                  "CONSOLIDATED CURRENT ASSETS" means, as at any date of
determination, the total assets of Company and its Subsidiaries on a
consolidated basis which may properly be classified as current assets in
conformity with GAAP, excluding Cash and Cash Equivalents.

                  "CONSOLIDATED CURRENT LIABILITIES" means, as at any date of
determination, the total liabilities of Company and its Subsidiaries on a
consolidated basis which may properly be classified as current liabilities in
conformity with GAAP excluding, however, the Revolving Loans and interest
thereon.

                  "CONSOLIDATED EBITDA" means, for any period, the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) Consolidated
Interest Expense, (iii) provisions for taxes based on income, (iv) total
depreciation expense, (v) total amortization expense, (vi) other non-cash items
reducing Consolidated Net Income, (vii) the portion of the Transaction Costs, if
any, that are expensed in the fiscal period in which they were incurred, and
(viii) the portion of transaction costs for Permitted Acquisitions, if any, that
are expensed in the fiscal period in which they are incurred, to the extent the
accounting of such costs as an addition of such costs to Consolidated EBITDA is
approved by Requisite Lenders minus (a) other non-cash items increasing
Consolidated Net Income, (b) all Restricted Junior Payments made to Holdings
pursuant to subsection 7.5(iii)(a), and (c) Consolidated Interest Income, with
all of the foregoing as determined on a consolidated basis for Company and its
Subsidiaries in conformity with GAAP.


<PAGE>   23
                  "CONSOLIDATED EXCESS CASH FLOW" means, for any Fiscal Year, an
amount (if positive) equal to (i) the sum, without duplication, of the amounts
for such Fiscal Year of (a) Consolidated EBITDA (whether positive or negative),
(b) the Consolidated Working Capital Adjustment and (c) Consolidated Interest
Income minus (ii) the sum, without duplication, of the amounts of (a) voluntary
and scheduled repayments of principal of Consolidated Total Debt for such Fiscal
Year, excluding (x) repayments of principal of Revolving Loans except to the
extent the Revolving Loan Commitments are permanently reduced in connection with
such repayments, and (y) payments of principal of Permitted Acquisition
Indebtedness made with the proceeds of Acquisition Loans, (b) scheduled payments
in respect of Permitted Contingent Acquisition Obligations made within the first
90 days of the immediately following Fiscal Year, excluding any such payments
made with the proceeds of Acquisition Loans, (c) Consolidated Capital
Expenditures (net of any proceeds of any related financings with respect to such
expenditures (including sale-leasebacks permitted by subsection 7.10)) made
during such Fiscal Year, and excluding Consolidated Capital Expenditures made
pursuant to subsection 7.8C, (d) Consolidated Cash Interest Expense for such
Fiscal Year, and (e) the provision for current taxes based on income of Company
and its Subsidiaries and payable in cash with respect to such Fiscal Year.

                  "CONSOLIDATED FIXED CHARGES" means, for any period, the sum
(without duplication) of the amounts for such period of (i) Consolidated Net
Interest Expense, (ii) taxes based on income paid in cash by Holdings and its
Subsidiaries on a consolidated basis, (iii) scheduled payments of principal on
all Indebtedness, including without limitation, principal on the Loans,
Subordinated Indebtedness, Acquisition Indebtedness and Capital Leases, and (iv)
payments in respect of Contingent Acquisition Obligations, excluding any such
payments made with the proceeds of Acquisition Loans, all of the foregoing as
determined on a consolidated basis for Company and its Subsidiaries in
conformity with GAAP.

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, total
interest expense (including that portion attributable to Capital Leases in
accordance with GAAP and capitalized interest) of Company and its Subsidiaries
on a consolidated basis with respect to all outstanding Indebtedness of Company
and its Subsidiaries, including, without limitation, all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs under Interest Rate Agreements, but
excluding, however, any amounts referred to in subsection 2.3 payable to
Administrative Agent and Lenders on or before the Effective Date.
<PAGE>   24
                  "CONSOLIDATED INTEREST INCOME" means, for any period, total
interest income of Company and its Subsidiaries on a consolidated basis.

                  "CONSOLIDATED NET INCOME" means, for any period, the net
income (or loss) of Company and its Subsidiaries on a consolidated basis for
such period taken as a single accounting period determined in conformity with
GAAP; provided that there shall be excluded (i) the income (or loss) of any
Person (other than a Subsidiary of Company) in which any other Person (other
than Company or any of its Subsidiaries) has a joint interest, except to the
extent of the amount of dividends or other distributions actually paid to
Company or any of its Subsidiaries by such Person during such period, (ii) the
income (or loss) of any Person accrued prior to the date it becomes a Subsidiary
of Company or is merged into or consolidated with Company or any of its
Subsidiaries or that Person's assets are acquired by Company or any of its
Subsidiaries, (iii) the income of any Subsidiary of Company to the extent that
the declaration or payment of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary, (iv) any
after-tax gains or losses attributable to Asset Sales or returned surplus assets
of any Pension Plan, and (v) (to the extent not included in clauses (i) through
(iv) above) any net extraordinary gains or net non-cash extraordinary losses.

                  "CONSOLIDATED NET INTEREST EXPENSE" means, for any period, the
excess of Consolidated Interest Expense for such period over Consolidated
Interest Income for such period.

                  "CONSOLIDATED NET REVENUE" means, for any period, the net
revenue of Company and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period, net of any allowances, deductions, and
uncollectable amounts, determined in conformity with GAAP.

                  "CONSOLIDATED TOTAL DEBT" means, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness of
Company and its Subsidiaries plus the aggregate amount of Contingent Obligations
of Company and its Subsidiaries in respect of letters of credit supporting
obligations for Indebtedness, determined on a consolidated basis in accordance
with GAAP.

                  "CONSOLIDATED WORKING CAPITAL" means, as at any date of
determination, the excess of Consolidated Current Assets over Consolidated
Current Liabilities.
<PAGE>   25

                  "CONSOLIDATED WORKING CAPITAL ADJUSTMENT" means, for any
period on a consolidated basis, the amount (which may be a negative number) by
which Consolidated Working Capital as of the beginning of such period exceeds
(or is less than) Consolidated Working Capital as of the end of such period.

                  "CONTINGENT ACQUISITION OBLIGATION" means any obligation
(other than an obligation to issue Holdings Common Stock) on the part of
Holdings or any of its Subsidiaries to make one or more payments to any Person
in consideration for the capital stock or assets of any Acquired Business
acquired in any Acquisition, in each case to the extent Holdings' or such
Subsidiary's obligation to make such payment or payments is contingent in
amount, including contingencies based upon, or calculated with reference to, the
financial performance or value of such capital stock or assets, and includes any
such obligation for which the related contingency is subsequently removed.
Contingent Acquisition Obligations shall not include obligations in respect of
Approved Employee Bonuses. The amount of any Contingent Acquisition Obligation
shall be equal to the maximum amount that may become due and payable in respect
thereof.

                  "CONTINGENT OBLIGATION", as applied to any Person, means any
direct or indirect liability, contingent or otherwise, of that Person, without
duplication, (i) with respect to any Indebtedness, lease, dividend or other
obligation of another if the primary purpose or intent thereof by the Person
incurring the Contingent Obligation is to provide assurance to the obligee of
such obligation of another that such obligation of another will be paid or
discharged, or that any agreements relating thereto will be complied with, or
that the holders of such obligation will be protected (in whole or in part)
against loss in respect thereof, (ii) with respect to any letter of credit
issued for the account of that Person or as to which that Person is otherwise
liable for reimbursement of drawings, (iii) under Hedge Agreements, or (iv) that
constitutes a Contingent Acquisition Obligation. Contingent Obligations shall
include, without limitation, (a) the direct or indirect guaranty, endorsement
(otherwise than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of the
obligation of another, (b) the obligation to make take-or-pay or similar
payments if required regardless of non-performance by any other party or parties
to an agreement, and (c) any liability of such Person for the obligation of
another through any agreement (contingent or otherwise) (X) to purchase,
repurchase or otherwise acquire such obligation or any security therefor,
including any obligations to repurchase equity securities, or to provide funds
for the payment or discharge of such obligation (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise) or (Y) to
maintain the solvency or any balance sheet item, level of income or financial
condition of
<PAGE>   26
another if, in the case of any agreement described under subclauses
(X) or (Y) of this sentence, the primary purpose or intent thereof is as
described in the preceding sentence. The amount of any Contingent Obligation
shall be equal to the amount of the obligation so guaranteed or otherwise
supported or, if less, the amount to which such Contingent Obligation is
specifically limited.

                  "CONTRACTUAL OBLIGATION", as applied to any Person, means any
provision of any Security issued by that Person or of any material indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject.

                  "CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement to which Company or any of its
Subsidiaries is a party.

                  "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or
like account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

                  "DEFICIENT CANADIAN PLAN" means any Canadian Plan as to which
the actuarial present value of all benefit liabilities under such Canadian Plan
exceed the value of the assets held in such Canadian Plan which are allocable to
such benefits.

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

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

                  "DOMESTIC SUBSIDIARY GUARANTOR" means each Domestic Subsidiary
of Company that is a party to the Domestic Subsidiary Guaranty and "DOMESTIC
SUBSIDIARY GUARANTORS" means all of them, collectively; provided, however that
Domestic Subsidiary Guarantors shall also mean any Person that becomes a
Domestic Subsidiary after the Effective Date that executes and delivers a
counterpart of the Domestic Subsidiary Guaranty pursuant to subsection 6.8.

                  "DOMESTIC SUBSIDIARY GUARANTY" means an amended and restated
Domestic Subsidiary Guaranty substantially in the form of Exhibit XIV annexed
hereto,
<PAGE>   27
executed and delivered by each Domestic Subsidiary Guarantor on the Effective
Date, as such agreement may hereafter be amended, supplemented, restated, or
otherwise modified from time to time.

                  "EFFECTIVE DATE" means the date on or before December 10,
1999, on which the conditions set forth in subsection 4.1 are first satisfied or
waived in writing by Administrative Agent and Requisite Lenders.

                  "ELIGIBLE ACCOUNTS" means at any date of determination, all
Accounts of Company and any of its wholly owned Domestic Subsidiaries (each, an
"Account Creditor") that satisfy the following requirements:

                  (i) the Account has resulted from the sale of goods or the
performance of services in the ordinary course of an Account Creditor's
business;

                  (ii) there are no conditions which must be satisfied before
the Account Creditor is entitled to receive payment of the Account;

                  (iii) the Account represents a genuine obligation of the
account debtor for goods sold and accepted, or for services performed for and
accepted, by the account debtor;

                  (iv)     the Account is payable only in Dollars;

                  (v) the Account is not evidenced by a promissory note or other
instrument or by chattel paper, unless such promissory note or other chattel
paper has been delivered to Administrative Agent, together with any necessary
endorsement in blank;

                  (vi) the Account is not owed by an account debtor which is a
director, officer, shareholder, employee or Affiliate of Company or any of its
Subsidiaries;

                  (vii) the account debtor in respect of such Account is not
Insolvent. An account debtor will be deemed to be Insolvent if any of the
following occur:

                           1) the Account Creditor has received notice that the
                  account debtor has suspended business, made a general
                  assignment for the benefit of creditors, or has failed to pay
                  its debts generally as they come due; or


<PAGE>   28

                           2) any bankruptcy, insolvency, liquidation or similar
                  proceeding is commenced or petition is filed by or against the
                  account debtor under the Bankruptcy Code or any other similar
                  law;

                  (viii) the Account has not remained unpaid for more than 90
days since the invoice date;

                  (ix) the Account is not owed by an account debtor with respect
to which more than 50% of the Accounts have remained unpaid for more than 90
days since the invoice date;

                  (x) the Account Creditor is the sole owner of the Account and
has not sold, transferred, assigned or pledged the Account to any Person other
than pursuant to a Collateral Document;

                  (xi) Administrative Agent has a valid, perfected First
Priority Lien on such Account;

                  (xii) the Account is not owed by the government of the United
States of America, or any department, agency, public corporation, or other
instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as
amended, and any other steps necessary to perfect Administrative Agent's
security interest therein, have been complied with to Administrative Agent's
reasonable satisfaction with respect to such Account; and

                  (xiii) such account is not otherwise unacceptable to
Administrative Agent in its sole discretion.

                  "ELIGIBLE ASSIGNEE" means (A) (i) a commercial bank organized
under the laws of the United States or any state thereof and having a combined
capital and surplus of at least $100,000,000; (ii) a savings and loan
association or savings bank organized under the laws of the United States or any
state thereof and having a combined capital and surplus of at least
$250,000,000; (iii) a commercial bank organized under the laws of any other
country or a political subdivision thereof and having a combined capital and
surplus of at least $100,000,000; provided that (x) such bank is acting through
a branch or agency located in the United States or (y) such bank is organized
under the laws of a country that is a member of the Organization for Economic
Cooperation and Development or a political subdivision of such country; and (iv)
any other entity which is an "accredited investor" (as defined in Regulation D
under the Securities Act) which extends credit or buys loans as one of its
businesses including, but not limited to,


<PAGE>   29
insurance companies, mutual funds and lease financing companies; and (B) any
Lender and any Affiliate of any Lender; provided that no Affiliate of Company
shall be an Eligible Assignee.

                  "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as
defined in Section 3(3) of ERISA which is or was maintained or contributed to by
Company, any of its Subsidiaries or any of their respective ERISA Affiliates.

                  "ENVIRONMENTAL CLAIM" means any investigation, notice, notice
of violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any governmental authority or
any other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law, (ii) in connection with any
Hazardous Materials or any actual or alleged Hazardous Materials Activity, or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

                  "ENVIRONMENTAL LAWS" means any and all current or future
statutes, ordinances, orders, rules, regulations, guidance documents, judgments,
Governmental Authorizations, or any other requirements of governmental
authorities relating to (i) environmental matters, including those relating to
any Hazardous Materials Activity, (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (iii) occupational safety
and health, industrial hygiene, land use or the protection of human, plant or
animal health or welfare, in any manner applicable to Company or any of its
Subsidiaries or any Facility, including the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.), the
Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the
Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), the Clean
Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances Control Act (15
U.S.C. Section 2601 et seq.), the Federal Insecticide, Fungicide and Rodenticide
Act (7 U.S.C. Section 136 et seq.), the Occupational Safety and Health Act (29
U.S.C. Section 651 et seq.), the Oil Pollution Act (33 U.S.C. Section 2701 et
seq.) and the Emergency Planning and Community Right-to-Know Act (42 U.S.C.
Section 11001 et seq.), each as amended or supplemented, any analogous present
or future state or local statutes or laws, and any regulations promulgated
pursuant to any of the foregoing.

                  "EQUIPMENT INDEBTEDNESS" means Indebtedness owed by an
Acquired Business at the time of the Acquisition thereof, which Indebtedness was
not incurred in contemplation of such Acquisition and is secured by assets of
such Acquired Business
<PAGE>   30
that are classified as "property, plant and equipment" in accordance with GAAP
on the financial statements of such Acquired Business.

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

                  "ERISA AFFILIATE" means, as applied to any Person, (i) any
corporation which is a member of a controlled group of corporations within the
meaning of Section 414(b) of the Internal Revenue Code of which that Person is a
member; (ii) any trade or business (whether or not incorporated) which is a
member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Internal Revenue Code of which that Person is a
member; and (iii) any member of an affiliated service group within the meaning
of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any
corporation described in clause (i) above or any trade or business described in
clause (ii) above is a member. Any former ERISA Affiliate of Company or any of
its Subsidiaries shall continue to be considered an ERISA Affiliate of Company
or such Subsidiary within the meaning of this definition with respect to the
period such entity was an ERISA Affiliate of Company or such Subsidiary and with
respect to liabilities arising after such period for which Company or such
Subsidiary could be liable under the Internal Revenue Code or ERISA.

                  "ERISA EVENT" means (i) a "reportable event" within the
meaning of Section 4043 of ERISA and the regulations issued thereunder with
respect to any Pension Plan (excluding those for which the provision for 30-day
notice to the PBGC has been waived by regulation); (ii) the failure to meet the
minimum funding standard of Section 412 of the Internal Revenue Code with
respect to any Pension Plan (whether or not waived in accordance with Section
412(d) of the Internal Revenue Code) or the failure to make by its due date a
required installment under Section 412(m) of the Internal Revenue Code with
respect to any Pension Plan or the failure to make any required contribution to
a Multiemployer Plan; (iii) the provision by the administrator of any Pension
Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate
such plan in a distress termination described in Section 4041(c) of ERISA; (iv)
the withdrawal by Company, any of its Subsidiaries or any of their respective
ERISA Affiliates from any Pension Plan with two or more contributing sponsors or
the termination of any such Pension Plan resulting in liability pursuant to
Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which
might constitute grounds under ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan; (vi) the
<PAGE>   31
imposition of liability on Company, any of its Subsidiaries or any of their
respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by
reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of
Company, any of its Subsidiaries or any of their respective ERISA Affiliates in
a complete or partial withdrawal (within the meaning of Sections 4203 and 4205
of ERISA) from any Multiemployer Plan if there is any potential liability
therefor, or the receipt by Company, any of its Subsidiaries or any of their
respective ERISA Affiliates of notice from any Multiemployer Plan that it is in
reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that
it intends to terminate or has terminated under Section 4041A or 4042 of ERISA;
(viii) the occurrence of an act or omission which could give rise to the
imposition on Company, any of its Subsidiaries or any of their respective ERISA
Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the
Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or
Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the
assertion of a material claim (other than routine claims for benefits) against
any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof,
or against Company, any of its Subsidiaries or any of their respective ERISA
Affiliates in connection with any Employee Benefit Plan; (x) receipt from the
Internal Revenue Service of notice of the failure of any Pension Plan (or any
other Employee Benefit Plan intended to be qualified under Section 401(a) of the
Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue
Code, or the failure of any trust forming part of any Pension Plan to qualify
for exemption from taxation under Section 501(a) of the Internal Revenue Code;
or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

                  "EURODOLLAR RATE LOANS" means Loans bearing interest at rates
determined by reference to the Adjusted Eurodollar Rate as provided in
subsection 2.2A.

                  "EURODOLLAR RESERVE PERCENTAGE" means, for any day, the
percentage (expressed as a decimal and rounded upwards, if necessary, to the
next higher 1/100th of 1%) which is in effect for such day as prescribed by the
Federal Reserve Board (or any successor) for determining the maximum reserve
requirement (including without limitation any basic, supplemental or emergency
reserves) in respect of Eurocurrency liabilities or any similar category of
liabilities for a member bank of the Federal Reserve System in New York City.

                  "EVENT OF DEFAULT" means each of the events set forth in
Section 8.
<PAGE>   32
                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, or
the Canadian equivalent where applicable, as amended from time to time, and any
successor statute.

                  "EXISTING CANADIAN ACQUISITION LOANS" means the loans made or
maintained by Lenders to the Canadian Borrower pursuant to subsection 2.1A(iii)
of the Existing Credit Agreement that are outstanding as of and at the time of
the Effective Date.

                  "EXISTING CREDIT AGREEMENT" has the meaning specified in the
Recitals to this Agreement.

                  "EXISTING LENDERS" means each Lender (as such term is defined
in the Existing Credit Agreement) on the Effective Date, immediately prior to
the effectiveness hereof and prior to the effectiveness of the Master Assignment
Agreement.

                  "EXISTING LETTER OF CREDIT" means each Letter of Credit (as
defined in the Existing Credit Agreement) outstanding on the Effective Date that
has not expired or been cancelled as of the Effective Date.

                  "EXISTING LOANS" means the Existing Canadian Acquisition
Loans, the Existing Revolving Loans, the Existing Term Loans, and the Existing
US Acquisition Loans.

                  "EXISTING REVOLVING LOANS" means the loans made or maintained
by Lenders to Company pursuant to subsection 2.1A(iv) of the Existing Credit
Agreement that are outstanding as of and at the time of the Effective Date.

                  "EXISTING TERM LOANS" means the loans maintained by Lenders as
loans to Company pursuant to subsection 2.1A(i) of the Existing Credit Agreement
that are outstanding as of and at the time of the Effective Date.

                  "EXISTING US ACQUISITION LOANS" means the loans made or
maintained by Lenders to Company pursuant to subsection 2.1A(ii) of the Existing
Credit Agreement that are outstanding as of and at the time of the Effective
Date.

                  "FACILITIES" means any and all real property (including,
without limitation, all buildings, fixtures or other improvements located
thereon) now, hereafter or heretofore owned, leased, operated or used by Company
or any of its Subsidiaries.
<PAGE>   33
                  "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a
fluctuating interest rate equal for each day during such period to 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, 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 Administrative Agent from three Federal funds
brokers of recognized standing selected by Administrative Agent.

                  "FINANCIAL PLAN" has the meaning assigned to that term in
subsection 6.1(xiii).

                  "FIRST CLOSING DATE" means June 5, 1998, the date of the
closing of the Original Credit Agreement.

                  "FIRST PRIORITY" means, with respect to any Lien purported to
be created in any Collateral pursuant to any Collateral Document, that (i) such
Lien has priority over any other Lien on such Collateral other than any
Permitted Encumbrances having priority by operation of law over the Liens
purported to be created pursuant to the Collateral Documents and any Lien
permitted pursuant to subsections 7.2(iii), 7.2(iv) or 7.2(v) securing purchase
money Indebtedness or that existed on assets when they were acquired by Company
or its Subsidiaries and (ii) such Lien is the only Lien (other than Permitted
Encumbrances and Liens permitted pursuant to subsection 7.2) to which such
Collateral is subject.

                  "FISCAL MONTH" means a fiscal month of any Fiscal Year.

                  "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

                  "FISCAL YEAR" means the fiscal year of Company and its
Subsidiaries ending on December 31 of each calendar year.

                  "FISHER" means James Fisher, a natural person and a resident
of Quebec, Canada.

                  "FLOOD HAZARD PROPERTY" means a Mortgaged Property located in
an area designated by the Federal Emergency Management Agency as having special
flood or mud slide hazards.
<PAGE>   34
                  "FUNDING AND PAYMENT OFFICE" means (i) the office of
Administrative Agent located at 425 Lexington Avenue, New York, New York 10017
or (ii) such other office of Administrative Agent as may from time to time
hereafter be designated as such in a written notice delivered by Administrative
Agent to Company and each Lender.

                  "FUNDING DATE" means the date of the funding of a Loan.

                  "GAAP" means, subject to the limitations on the application
thereof set forth in subsection 1.2, generally accepted accounting principles as
in effect from time to time in the United States set forth in opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession, in each
case as the same are applicable to the circumstances as of the date of
determination.

                  "GOVERNMENTAL AUTHORIZATION" means any permit, license,
authorization, plan, directive, consent order or consent decree of or from any
US federal, Canadian federal, state, provincial, or local governmental
authority, agency or court.

                  "GUARANTIES" means the Holdings Guaranty, the Company
Guaranty, the Canadian Subsidiary Guaranty, the Domestic Subsidiary Guaranty,
and the Canadian Resident Guaranties.

                  "GUARANTOR" means any of Holdings, Company, the Canadian
Subsidiary Guarantors, the Domestic Subsidiary Guarantors, and the Canadian
Resident Stockholder, and "GUARANTORS" means all of them, collectively.

                  "HAZARDOUS MATERIALS" means (i) any chemical, material or
substance at any time defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials", "extremely hazardous
waste", acutely hazardous waste", "radioactive waste", "biohazardous waste",
"pollutant", "toxic pollutant", "contaminant", "restricted hazardous waste",
"infectious waste", "toxic substances", or any other term or expression intended
to define, list or classify substances by reason of properties harmful to
health, safety or the indoor or outdoor environment (including harmful
properties such as ignitability, corrosivity, reactivity, carcinogenicity,
toxicity, reproductive toxicity, "TCLP toxicity" or "EP toxicity" or words of
similar import under any applicable Environmental Laws); (ii) any oil,
petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling
fluids, produced waters and other wastes associated with the
<PAGE>   35
exploration, development or production of crude oil, natural gas or geothermal
resources; (iv) any flammable substances or explosives; (v) any radioactive
materials; (vi) any asbestos-containing materials; (vii) urea formaldehyde foam
insulation; (viii) electrical equipment which contains any oil or dielectric
fluid containing polychlorinated biphenyls; (ix) pesticides; and (x) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated by any governmental authority or which may or could pose a hazard to
the health and safety of the owners, occupants or any Persons in the vicinity of
any Facility or to the indoor or outdoor environment.

                  "HAZARDOUS MATERIALS ACTIVITY" means any past, current,
proposed or threatened activity, event or occurrence involving any Hazardous
Materials, including the use, manufacture, possession, storage, holding,
presence, existence, location, Release, threatened Release, discharge,
placement, generation, transportation, processing, construction, treatment,
abatement, removal, remediation, disposal, disposition or handling of any
Hazardous Materials, and any corrective action or response action with respect
to any of the foregoing.

                  "HEDGE AGREEMENT" means an Interest Rate Agreement or a
Currency Agreement designed to hedge against fluctuations in interest rates or
currency values, respectively.

                  "HOLDINGS" means Protocol Holdings, Inc., a Delaware
corporation.

                  "HOLDINGS CERTIFICATE OF DESIGNATIONS" means the provisions of
Holdings' Restated Certificate of Incorporation relating to the Holdings
Preferred Stock, in the form delivered to Administrative Agent and Lenders prior
to their execution of this Agreement, and as such provisions may be amended from
time to time thereafter to the extent permitted under subsection 7.15A.

                  "HOLDINGS COMMON STOCK" means the common stock of Holdings,
par value $0.001 per share.

                  "HOLDINGS GUARANTY" means an Amended and Restated Holdings
Guaranty, executed and delivered by Holdings on the Effective Date,
substantially in the form of Exhibit XVI annexed hereto, as such guaranty may
hereafter be amended, supplemented, restated, or otherwise modified from time to
time.

                  "HOLDINGS PLEDGE AGREEMENT" means a Holdings Pledge Agreement
executed and delivered by Holdings on the Effective Date, substantially in the
form of
<PAGE>   36
Exhibit XV annexed hereto, as such pledge agreement may hereafter be amended,
supplemented, restated, or otherwise modified from time to time.

                  "HOLDINGS PREFERRED STOCK" means the Holdings Series A
Preferred Stock and the Holdings Series B Preferred Stock.

                  "HOLDINGS SERIES A PREFERRED STOCK" means the Series A
Preferred Stock of Holdings, par value $0.001 per share, with a liquidation
preference of $1.57 plus accrued dividends per share and with the other terms
set forth in the Holdings Certificate of Designations.

                  "HOLDINGS SERIES B PREFERRED STOCK" means the Series B
Preferred Stock of Holdings, par value $0.001 per share, with a liquidation
preference of $7.90 plus accrued dividends per share and with the other terms
set forth in the Holdings Certificate of Designations.

                  "INDEBTEDNESS", as applied to any Person, means (i) all
indebtedness for borrowed money, (ii) that portion of obligations with respect
to Capital Leases that is properly classified as a liability on a balance sheet
in conformity with GAAP, (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money,
(iv) any obligation owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA),
which purchase price is (a) due more than six months from the date of incurrence
of the obligation in respect thereof, or (b) evidenced by a note or similar
written instrument, (v) all Acquisition Indebtedness and (vi) all indebtedness
secured by any Lien on any property or asset owned or held by that Person
regardless of whether the indebtedness secured thereby shall have been assumed
by that Person or is nonrecourse to the credit of that Person. Obligations under
Interest Rate Agreements and Currency Agreements constitute (X) in the case of
Hedge Agreements, Contingent Obligations, and (Y) in all other cases,
Investments, and in neither case constitute Indebtedness.

                  "INDEMNITEE" has the meaning assigned to that term in
subsection 10.3.

                  "INSOLVENCY LAWS" means the Bankruptcy Code, the Bankruptcy
and Insolvency Act (Canada), the Company Creditors' Arrangement Act (Canada),
the Winding-Up Act (Canada) or any comparable law of Canada or any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect in
the United States of America or any state thereof or Canada or any province
thereof.
<PAGE>   37
                  "INTELLECTUAL PROPERTY" means all patents, trademarks,
tradenames, copyrights, technology, know-how and processes used in or necessary
for the conduct of the business of Company and its Subsidiaries as currently
conducted that are material to the condition (financial or otherwise), business
or operations of Company and its Subsidiaries, taken as a whole.

                  "INTEREST PAYMENT DATE" means (i) with respect to any Base
Rate Loan, each March 31, June 30, September 30 and December 31 of each year,
commencing on the first such date to occur after the Effective Date, and (ii)
with respect to any Eurodollar Rate Loan, the last day of each Interest Period
applicable to such Loan; provided that in the case of each Interest Period of
longer than three months "Interest Payment Date" shall also include each date
that is three months, or an integral multiple thereof, after the commencement of
such Interest Period and provided, further, after and during the continuance of
an Event of Default, "Interest Payment Date" for any Loan shall also include the
last day of each calendar month.

                  "INTEREST PERIOD" has the meaning assigned to that term in
subsection 2.2B.

                  "INTEREST RATE AGREEMENT" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement or arrangement to which Company or any of its Subsidiaries is
a party.

                  "INTEREST RATE DETERMINATION DATE" means, with respect to any
Interest Period, the second Business Day prior to the first day of such Interest
Period.

                  "INTERNAL REVENUE CODE" means the Internal Revenue Code of
1986, as amended to the date hereof and from time to time hereafter, and any
successor statute.

                  "INVENTORY" means, with respect to any Person as of any date
of determination, all goods, merchandise and other personal property which are
then held by such Person for sale or lease, including raw materials and work in
process.

                  "INVESTMENT" means (i) any direct or indirect purchase or
other acquisition by Company or any of its Subsidiaries of, or of a beneficial
interest in, any Securities of any other Person (including any Subsidiary of
Company), (ii) any direct or indirect redemption, retirement, purchase or other
acquisition for value, by any Subsidiary of Company from any Person other than
Company or any of its Subsidiaries, of any equity Securities of such Subsidiary,
(iii) any direct or indirect loan, advance
<PAGE>   38
(other than advances to employees for moving, entertainment and travel expenses,
drawing accounts and similar expenditures in the ordinary course of business) or
capital contribution by Company or any of its Subsidiaries to any other Person
(other than a wholly-owned Subsidiary of Company), including all indebtedness
and accounts receivable from that other Person that are not current assets or
did not arise from sales to that other Person in the ordinary course of
business, or (iv) Interest Rate Agreements or Currency Agreements not
constituting Hedge Agreements. The amount of any Investment shall be the
original cost of such Investment plus the cost of all additions thereto, without
any adjustments for increases or decreases in value, or write-ups, write-downs
or write-offs with respect to such Investment.

                  "INVESTMENT ACCOUNT" has the meaning assigned thereto in
subsection 2.4B(iv)(e).

                  "INVESTMENT ACCOUNT AGREEMENTS" means, collectively, the
documents, instruments and agreements pursuant to which the Investment Account
is created and maintained and pursuant to which Administrative Agent is granted
a perfected a First Priority Lien in the Investment Account for the benefit of
Lenders, including, without limitation, the Investment Account Security
Agreement.

                  "INVESTMENT ACCOUNT SECURITY AGREEMENT" means an account
Pledge Agreement among the Canadian Borrower, Administrative Agent, and the
holder of the Investment Account, pursuant to which Administrative Agent shall
be granted a First Priority Lien on the Investment Account, which agreement
shall be in form and substance satisfactory to Administrative Agent.

                  "ISSUING LENDER" means, with respect to any Letter of Credit,
the Revolving Lender which agrees or is otherwise obligated to issue such Letter
of Credit, determined as provided in subsection 3.1B(ii).

                  "JOINT VENTURE" means a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal form;
provided that in no event shall any corporate Subsidiary of any Person be
considered to be a Joint Venture to which such Person is a party.

                  "LEASEHOLD PROPERTY" means any leasehold interest of any Loan
Party as lessee under any lease of real property, other than any such leasehold
interest designated from time to time by Administrative Agent in its sole
discretion as not being required to be included in the Collateral.
<PAGE>   39
                  "LENDER" and "LENDERS" means the persons identified as
"Lenders" and listed on the signature pages of this Agreement, together with
their successors and permitted assigns pursuant to subsection 10.1; provided
that the term "Lenders", when used in the context of a particular Commitment,
shall mean Lenders having that Commitment.

                  "LETTER OF CREDIT" or "LETTERS OF CREDIT" means Commercial
Letters of Credit and Standby Letters of Credit issued or to be issued by
Issuing Lenders for the account of Company pursuant to subsection 3.1.

                  "LETTER OF CREDIT USAGE" means, as at any date of
determination, the sum of (i) the maximum aggregate amount which is or at any
time thereafter may become available for drawing under all Letters of Credit
then outstanding plus (ii) the aggregate amount of all drawings under Letters of
Credit honored by Issuing Lenders and not theretofore reimbursed by Company
(including any such reimbursement out of the proceeds of Revolving Loans
pursuant to subsection 3.3B).

                  "LIBOR" means the rate for deposits in Dollars for a period
equal to the Interest Period selected which appears on the Telerate Page 3750 at
approximately 11:00 A.M. (London time), two (2) Business Days prior to the
commencement of the applicable Interest Period. If, for any reason, such rate is
not available, then "LIBOR" shall mean the rate per annum at which, as
determined by Administrative Agent, Dollars are being offered to leading banks
at approximately 11:00 A.M. (London time), two (2) Business Days prior to the
commencement of the applicable Interest Period for settlement in immediately
available funds by leading banks in the London interbank market for a period
equal to the Interest Period selected.

                  "LIEN" means any lien, mortgage, hypothec, pledge, assignment,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and
any agreement to give any security interest) and any option, trust, escrow,
deposit, or other preferential arrangement having the practical effect of any of
the foregoing.

                  "LOAN" or "LOANS" means one or more of the Tranche A Term
Loans, Tranche B Term Loans, Canadian Term Loans, Canadian Acquisition Loans, US
Acquisition Loans, or Revolving Loans or any combination thereof.

                  "LOAN DOCUMENTS" means this Agreement, the Notes, the Letters
of Credit (and any applications for, or reimbursement agreements or other
documents or
<PAGE>   40
certificates executed by Company in favor of an Issuing Lender relating to, the
Letters of Credit), the Guaranties, the Collateral Documents, and the
Acknowledgement and Confirmation.

                  "LOAN PARTY" means each of Holdings, Company, Canadian
Borrower, any of Company's Subsidiaries from time to time executing a Loan
Document, and the Canadian Resident Stockholder, and "LOAN PARTIES" means all
such Persons, collectively.

                  "MANAGEMENT EMPLOYMENT AGREEMENTS" means each Amended and
Restated Executive Employment Agreement dated as of September 29, 1999 between
Company and each of Raymond Wilson, Stephen G. McLean, and Kevin Blayne
providing for, among other things, the issuance of Holdings Common Stock to such
persons, in each case in the form delivered to Administrative Agent and Lenders
prior to their execution of this Agreement.

                  "MANAGEMENT INVESTORS" means Raymond Wilson, Stephen G.
McLean, and Kevin Blayne, Robert J. Conrads, and Robert C. Gust.

                  "MARGIN STOCK" has the meaning assigned to that term in
Regulation U of the Board of Governors of the Federal Reserve System as in
effect from time to time.

                  "MASTER ASSIGNMENT AGREEMENT" means a Master Assignment
Agreement in substantially the form of Exhibit XXV annexed hereto.

                  "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect
upon the business, operations, properties, assets, condition (financial or
otherwise) or prospects of either Company, individually, or Company and its
Subsidiaries, taken as a whole, or (ii) the impairment of the ability of any
Loan Party to perform, or of Administrative Agent or Lenders to enforce, the
Obligations.

                  "MATERIAL CONTRACT" means any contract or other arrangement to
which Company or any of its Subsidiaries is a party (other than the Loan
Documents) for which breach, nonperformance, cancellation or failure to renew
could have a Material Adverse Effect.

                  "METC" means M.E.T.C. Financial Services Inc., a corporation
organized, constituted and existing under the Canada Business Corporations Act.
<PAGE>   41
                  "METC HOLDINGS" means 3588238 Canada Inc., a corporation
organized, constituted and existing under the Canada Business Corporations Act.

                  "METC HOLDINGS UNANIMOUS SHAREHOLDERS AGREEMENTS" means (i)
that certain Unanimous Shareholder Agreement dated as of May 21, 1999, by and
among Media Express, Fisher and METC Holdings, as in effect on the date hereof,
and (ii) any agreement entered into pursuant to subsection 6.8D, as each such
agreement may be amended from time to time thereafter to the extent permitted
under subsection 7.15A.

                  "METC UNANIMOUS SHAREHOLDERS AGREEMENTS" means (i) that
certain Unanimous Shareholder Agreement dated as of May 21, 1999, by and among
Media Express, METC Holdings and METC as in effect on the date hereof, and (ii)
any agreement entered into pursuant to subsection 6.8D, as each such agreement
may be amended from time to time thereafter to the extent permitted under
subsection 7.15A.

                  "MORTGAGE" means (i) a security instrument (whether designated
as a deed of trust or a mortgage or by any similar title) executed and delivered
by any Loan Party, in such form as may be approved by Administrative Agent in
its sole discretion, in each case with such changes thereto as may be
recommended by Administrative Agent's local counsel based on local laws or
customary local mortgage or deed of trust practices, or (ii) at Administrative
Agent's option, in the case of an Additional Mortgaged Property (as defined in
subsection 6.9), an amendment to an existing Mortgage, in form satisfactory to
Administrative Agent, adding such Additional Mortgaged Property to the Real
Property Assets encumbered by such existing Mortgage, in either case as such
security instrument or amendment may be amended, supplemented or otherwise
modified from time to time. "MORTGAGES" means all such instruments, including
any Additional Mortgages (as defined in subsection 6.9), collectively.

                  "MORTGAGED PROPERTY" means an Additional Mortgaged Property
(as defined in subsection 6.9).

                  "MULTIEMPLOYER PLAN" means any Employee Benefit Plan which is
a "multiemployer plan" as defined in Section 3(37) of ERISA.

                  "NET ASSET SALE PROCEEDS" means, with respect to any Asset
Sale, Cash payments (including any Cash received by way of deferred payment
pursuant to, or by monetization of, a note receivable or otherwise, but only as
and when so received) received from such Asset Sale, net of any bona fide direct
costs incurred in connection with such Asset Sale, including without limitation
(i) income taxes reasonably estimated
<PAGE>   42
to be actually payable within two years of the date of such Asset Sale as a
result of any gain recognized in connection with such Asset Sale and (ii)
payment of the outstanding principal amount of, premium or penalty, if any, and
interest on any Indebtedness (other than the Loans) that is secured by a Lien on
the stock or assets in question and that is required to be repaid under the
terms thereof as a result of such Asset Sale.

                  "NET INSURANCE/CONDEMNATION PROCEEDS" means any Cash payments
or proceeds received by Company or any of its Subsidiaries (i) under any
business interruption or casualty insurance policy in respect of a covered loss
thereunder or (ii) as a result of the taking of any assets of Company or any of
its Subsidiaries by any Person pursuant to the power of eminent domain,
condemnation or otherwise, or pursuant to a sale of any such assets to a
purchaser with such power under threat of such a taking, in each case net of any
actual and reasonable documented costs incurred by Company or any of its
Subsidiaries in connection with the adjustment or settlement of any claims of
Company or such Subsidiary in respect thereof.

                  "NET SECURITIES PROCEEDS" means Cash proceeds from the
issuance of any debt or equity Securities of Holdings after the Effective Date,
net of underwriting discounts and commissions and other reasonable costs and
expenses associated therewith, including without limitation reasonable legal
fees and expenses; provided that Net Securities Proceeds shall exclude (i)
amounts received upon the exercise of options to acquire shares of Holdings'
capital stock granted to employees of Company or its Subsidiaries and (ii) cash
contributed by Willis Stein and BCI to Holdings after the Effective Date
pursuant to Sections 1.04, 1.05 and 1.06 of the Recapitalization Agreement, in a
maximum amount that, together with the aggregate amount contributed on the
Effective Date to Holdings as described in subsection 4.1D, does not exceed
$111,000,000, provided that such cash contributions are contributed by Holdings
to Company in cash as contributions to capital and are used by Company and its
Subsidiaries either (a) within 60 days of the receipt by Holdings of such
amounts, to pay purchase consideration (including, without limitation, amounts
escrowed) for Permitted Acquisitions payable on the consummation thereof,
transaction costs incurred in connection therewith, or amounts owed in respect
of Permitted Contingent Acquisition Obligations to the extent payment of such
amounts is permitted hereunder, or (b) within 30 days of the receipt by Holdings
of such amounts, if no Event of Default shall have occurred and be continuing at
the time of such payment, and Requisite Lenders have approved the use of such
cash proceeds for such purpose, to pay Consolidated Capital Expenditures
permitted by subsection 7.8C. Any amounts excluded from Net Securities Proceeds
pursuant to clause (ii) hereof that are not used by Company and its Subsidiaries
<PAGE>   43
within the time periods referred to in clause (ii) shall constitute Net
Securities Proceeds on the last day of the applicable time period.

                  "NEW LOAN DOCUMENTS" means this Agreement, the Notes, the
Acknowledgement and Confirmation, and all other new agreements to be executed by
the Loan Parties on the Effective Date, as set forth on Schedule 1.1N hereto.

                  "NOTES" means one or more of the Tranche A Term Notes, the
Tranche B Term Notes, the Canadian Term Notes, the US Acquisition Notes, the
Canadian Acquisition Notes, or the Revolving Notes or any combination thereof.

                  "NOTICE OF BORROWING" means a notice substantially in the form
of Exhibit I annexed hereto delivered by a Borrower to Administrative Agent
pursuant to subsection 2.1B with respect to a proposed borrowing.

                  "NOTICE OF CONVERSION/CONTINUATION" means a notice
substantially in the form of Exhibit II annexed hereto delivered by a Borrower
to Administrative Agent pursuant to subsection 2.2D with respect to a proposed
conversion or continuation of the applicable basis for determining the interest
rate with respect to the Loans specified therein.

                  "NOTICE OF ISSUANCE OF LETTER OF CREDIT" means a notice
substantially in the form of Exhibit III annexed hereto delivered by Company to
Administrative Agent pursuant to subsection 3.1B(i) with respect to the proposed
issuance of a Letter of Credit.

                  "OBLIGATIONS" means all obligations of every nature of each
Loan Party from time to time owed to Administrative Agent, Lenders or any of
them under the Loan Documents, whether for principal, interest, reimbursement of
amounts drawn under Letters of Credit, fees, expenses, indemnification or
otherwise.

                  "OFFICERS' CERTIFICATE" means, as applied to any corporation,
a certificate executed on behalf of such corporation by its chairman of the
board (if an officer) or its president or one of its vice presidents and by its
chief financial officer or its treasurer; provided that every Officers'
Certificate with respect to the compliance with a condition precedent to the
making of any Loans hereunder shall include (i) a statement that the officer or
officers making or giving such Officers' Certificate have read such condition
and any definitions or other provisions contained in this Agreement relating
thereto, (ii) a statement that, in the opinion of the signers, they have made or
have caused to be made such examination or investigation as is necessary to
enable them to express an informed
<PAGE>   44
opinion as to whether or not such condition has been complied with, and (iii) a
statement as to whether, in the opinion of the signers, such condition has been
complied with.

                  "OPERATING LEASE" means, as applied to any Person, any lease
(including, without limitation, leases that may be terminated by the lessee at
any time) of any property (whether real, personal or mixed) that is not a
Capital Lease other than any such lease under which that Person is the lessor.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
successor thereto.

                  "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

                  "PERMITTED ACQUISITION" means any Acquisition with respect to
which either (a) Requisite Lenders have approved such Acquisition in writing or
(b) all of the following conditions have been satisfied:

                  (i) the Acquisition is non-hostile;

                  (ii) the Acquired Business is in a Related Business and the
         assets of the Acquired Business are located in the United States;

                  (iii) such Acquired Business becomes a wholly-owned Subsidiary
         of Company, or the business, property or other assets comprising such
         Acquired Business are acquired by a Subsidiary of Company; provided,
         however, that shares of capital stock of METC may be held by METC
         Holdings and shares of capital stock of METC Holdings may be held by
         Fisher or by any Canadian Resident Stockholder who complies with
         subsection 6.8C and 6.8D;

                  (iv) the amount of all consideration to be paid by Holdings,
         Company and Company's Subsidiaries in such Acquisition (including any
         Permitted Acquisitions of Affiliates of such Acquired Business, but
         excluding any of the seven potential Acquisitions that were identified
         to Agents by Company prior to the date hereof that may be approved by
         Requisite Lenders in their sole discretion) does not exceed
         $10,000,000;

                  (v) the amount of all consideration to be paid by Holdings,
         Company and Company's Subsidiaries in such Acquisition and in all other
         Acquisitions that

<PAGE>   45
         were made within the 12 month period preceding the date of the proposed
         Acquisition (other than any of the seven potential Acquisitions that
         were identified to Agents by Company prior to the date hereof that may
         be approved by Requisite Lenders in their sole discretion) does not
         exceed $40,000,000;

                  (vi) such Acquired Business shall have had positive
         Consolidated EBITDA (determined on a Pro Forma Basis as provided below)
         for the most recently ended 12 month period preceding the date of the
         proposed Acquisition for which financial statements are available, and
         Company shall have delivered to Administrative Agent the list of all
         exclusions from Consolidated EBITDA made pursuant to clause (iii) of
         the definition of Pro Forma Basis, broken down by month, in
         substantially the same form as Schedule 1.1P hereto;

                  (vii) Requisite Lenders shall have reasonably approved the
         terms of any Contingent Acquisition Obligations to be incurred in
         connection with such Acquisition;

                  (viii) all Acquisition Indebtedness and all Contingent
         Acquisition Obligations incurred in connection with the Proposed
         Acquisition shall be payable prior to the US Acquisition Loan
         Commitment Termination Date in the case of Acquisitions by Company or
         its Domestic Subsidiaries and prior to the Canadian Acquisition Loan
         Commitment Termination Date in the case of Acquisitions by the Canadian
         Borrower or its Subsidiaries;

                  (ix) Company shall have given Administrative Agent not less
         than 15 Business Days prior written notice of the proposed Acquisition;
         and

                  (x) not less than ten Business Days prior to the consummation
         of such proposed Acquisition, Company shall have delivered to
         Administrative Agent and Lenders the following:

                           (1) A Compliance Certificate prepared on a Pro Forma
                  Basis certifying that no Event of Default under this Agreement
                  shall then exist or shall occur as a result of such
                  Acquisition, and that all representations and warranties
                  contained herein and in the other Loan Documents are true,
                  correct and complete in all material respects on and as of the
                  date of such Acquisition to the same extent as though made on
                  and as of that date, except to the extent such representations
                  and warranties specifically relate to an earlier date, in
                  which case such representations and warranties shall
<PAGE>   46
                  have been true, correct and complete in all material respects
                  on and as of such earlier date, and demonstrating that after
                  giving effect to such Acquisition and to all Indebtedness and
                  Permitted Contingent Acquisition Obligations to be incurred or
                  assumed or repaid in connection with or as consideration for
                  such Acquisition, Borrowers shall be in compliance on a Pro
                  Forma Basis with the covenants in Section 7 as of the last day
                  of the most recently ended Fiscal Month for which the relevant
                  financial statements are available. All exclusions of income
                  statement items of Acquired Businesses made pursuant to clause
                  (iii) of the definition of "Pro Forma Basis" shall be
                  separately identified in such Pro Forma Compliance
                  Certificate.

                           (2) A copy, prepared in conformity with GAAP, of
                  financial statements of such Acquired Business for the 12
                  consecutive Fiscal Month period corresponding to the
                  calculation period for the financial covenants in the
                  immediately preceding clause, which financial statements shall
                  either be (i) accompanied by an accounting and business
                  analysis by KPMG Peat Marwick, LLC or by another "Big 5"
                  accounting firm reasonably acceptable to Requisite Lenders,
                  with the scope of such analysis to be consistent with past
                  practices, or (ii) accompanied by an accounting and business
                  analysis by another accounting firm reasonably acceptable to
                  Requisite Lenders and otherwise in form and substance
                  satisfactory to Requisite Lenders.

                           (3) (i) Pro forma consolidated and consolidating
                  balance sheets of Company and its Subsidiaries as at the date
                  of the proposed Acquisition, prepared in accordance with GAAP
                  and reflecting the consummation of the proposed Acquisition
                  and the related financings and all obligations incurred in
                  connection therewith, which financial statements shall be
                  prepared on a Pro Forma Basis and shall be in form and
                  substance satisfactory to Requisite Lenders and (ii) two sets
                  of projected consolidated and consolidating financial
                  statements of Company and its Subsidiaries for the period
                  commencing on the date of the proposed Acquisition and ending
                  on the last day on which any Permitted Acquisition
                  Indebtedness or Permitted Contingent Acquisition Obligations
                  may become due and payable, consisting of consolidated and
                  consolidating balance sheets and the related consolidated and
                  consolidating statements of income, shareholders' equity and
                  cash flows,
<PAGE>   47
                  together with pro forma Compliance Certificates for the period
                  ending on the last day of each Fiscal Year ending during such
                  period. One set of such projections shall be based on
                  assumptions that Company believes to be fair and reasonable,
                  and the second set of such projections shall assume that
                  Company's financial performance is such that it is required to
                  pay the maximum amount of the Permitted Contingent Acquisition
                  Obligations and Permitted Acquisition Indebtedness owed by it.
                  All such projections shall be in form and substance
                  satisfactory to Administrative Agent and Requisite Lenders.

                           (4) A copy of a due diligence report prepared by the
                  accounting firm referred to in clause (x)(2) of this
                  definition regarding such firm's investigation of the Acquired
                  Business.

                           (5) A copy of all environmental reports obtained in
                  connection with such Acquisition.

                           (6) Final executed copies of the applicable
                  Acquisition Agreement and any promissory notes and employment
                  agreements executed in connection therewith, which shall be in
                  form and substance satisfactory to Administrative Agent and
                  Requisite Lenders.

                           (7) A copy of any notice filed by such Acquired
                  Business under any Environmental Law indicating past or
                  present treatment of Hazardous Materials at any facility used
                  by such Acquired Business, which notices, and evidence of any
                  remediation taken by such Acquired Business, shall be in form
                  and substance satisfactory to Administrative Agent.

                           (8) An Officers' Certificate setting forth the
                  calculation of the US Acquisition Reserve and the Canadian
                  Acquisition Reserve (including a break out of each individual
                  component) giving effect to any Acquisition Loans to be
                  borrowed in connection with such Acquisition and any
                  obligations to be incurred in connection with such
                  Acquisition.

                           (9) An estimate of the transactions costs (including
                  projected costs) to be incurred in connection with such
                  Acquisition, and a statement showing which of such costs will
                  be capitalized on the books of Company and its Subsidiaries
                  and which will be expensed.
<PAGE>   48
                           For purposes of clauses (iv) and (v) of this
                  definition, the amount of consideration paid in any Permitted
                  Acquisition shall be equal to the sum, without duplication, of
                  (a) the amount of Cash paid or to be paid as consideration in
                  such Permitted Acquisition, (b) the principal amount of all
                  Indebtedness incurred or assumed in such Permitted
                  Acquisition, (c) the amount of all Contingent Acquisition
                  Obligations incurred or assumed in such Permitted Acquisition,
                  (d) the estimated amount of all transaction costs incurred in
                  connection with such Permitted Acquisition, and (e) and the
                  estimated fair market value of all other non-cash
                  consideration paid or to be paid in such Permitted Acquisition
                  (including capital stock issued in connection therewith). For
                  purposes of determining the Consolidated EBITDA of the
                  Acquired Business on a Pro Forma Basis as provided in clause
                  (vi) of this definition, each reference in Consolidated EBITDA
                  and each of the defined terms used therein to "Company and its
                  Subsidiaries" or terms of like import shall be deemed to be a
                  reference to the applicable Acquired Business and its
                  subsidiaries.

                  "PERMITTED ACQUISITION INDEBTEDNESS" means any unsecured
Subordinated Acquisition Indebtedness that is owed either by Company (and not by
any of Company's Subsidiaries) or, in the case of obligations incurred in
connection with any Acquisition by the Canadian Borrower, by the Canadian
Borrower (and not by any of the Canadian Borrower's Subsidiaries).

                  "PERMITTED CONTINGENT ACQUISITION OBLIGATION" means any
Contingent Acquisition Obligation that is (i) expressly limited to a maximum
Dollar amount (or, in the case of obligations owed by the Canadian Borrower, a
maximum amount in either Dollars or Canadian dollars), and (ii) owed by Company
(and not by any of Company's Subsidiaries) or, in the case of obligations
incurred in connection with any Acquisition by the Canadian Borrower, by the
Canadian Borrower (and not by any of the Canadian Borrower's Subsidiaries).

                  "PERMITTED ENCUMBRANCES" means the following types of Liens
(excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or by ERISA, any such Lien relating to or imposed in
connection with any Environmental Claim, and any such Lien expressly prohibited
by any applicable terms of any of the Collateral Documents):

                  (i) Liens for taxes, assessments or governmental charges or
         claims the payment of which is not, at the time, required by subsection
         6.3;
<PAGE>   49
                  (ii) statutory Liens of landlords, statutory Liens of banks
         and rights of set-off, statutory Liens of carriers, warehousemen,
         mechanics, repairmen, workmen and materialmen, and other Liens imposed
         by law, in each case incurred in the ordinary course of business (a)
         for amounts not yet overdue or (b) for amounts that are overdue and
         that (in the case of any such amounts overdue for a period in excess of
         5 days) are being contested in good faith by appropriate proceedings,
         so long as (1) such reserves or other appropriate provisions, if any,
         as shall be required by GAAP shall have been made for any such
         contested amounts, and (2) in the case of a Lien with respect to any
         portion of the Collateral, such contest proceedings conclusively
         operate to stay the sale of any portion of the Collateral on account of
         such Lien;

                  (iii) Liens incurred or deposits made in the ordinary course
         of business in connection with workers' compensation, unemployment
         insurance and other types of social security, or to secure the
         performance of tenders, statutory obligations, surety and appeal bonds,
         bids, leases, government contracts, trade contracts, performance and
         return-of-money bonds and other similar obligations (exclusive of
         obligations for the payment of borrowed money), so long as no
         foreclosure, sale or similar proceedings have been commenced with
         respect to any portion of the Collateral on account thereof;

                  (iv) any attachment or judgment Lien not constituting an Event
         of Default under subsection 8.8;

                  (v) leases or subleases granted to third parties in accordance
         with any applicable terms of the Collateral Documents and not
         interfering in any material respect with the ordinary conduct of the
         business of Company or any of its Subsidiaries or resulting in a
         material diminution in the value of any Collateral as security for the
         Obligations;

                  (vi) easements, rights-of-way, restrictions, encroachments,
         and other minor defects or irregularities in title, in each case which
         do not and will not interfere in any material respect with the ordinary
         conduct of the business of Company or any of its Subsidiaries or result
         in a material diminution in the value of any Collateral as security for
         the Obligations;

                  (vii) any (a) interest or title of a lessor or sublessor under
         any lease permitted by subsection 7.9, (b) restriction or encumbrance
         that the interest or title of such lessor or sublessor may be subject
         to, or (c) subordination of the interest
<PAGE>   50
         of the lessee or sublessee under such lease to any restriction or
         encumbrance referred to in the preceding clause (b), so long as the
         holder of such restriction or encumbrance agrees to recognize the
         rights of such lessee or sublessee under such lease;

                  (viii) Liens arising from filing UCC or PPSA financing
         statements relating solely to leases permitted by this Agreement;

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

                  (x) any zoning or similar law or right reserved to or vested
         in any governmental office or agency to control or regulate the use of
         any real property;

                  (xi) Liens securing obligations (other than obligations
         representing Indebtedness for borrowed money) under operating,
         reciprocal easement or similar agreements entered into in the ordinary
         course of business of Company and its Subsidiaries; and

                  (xii) licenses of patents, trademarks and other intellectual
         property rights granted by Company or any of its Subsidiaries in the
         ordinary course of business and not interfering in any material respect
         with the ordinary conduct of the business of Company or such
         Subsidiary.

                  "PERSON" means and includes natural persons, corporations,
limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments (whether US
federal, Canadian federal, state, provincial, or local, domestic or foreign, and
including political subdivisions thereof) and agencies or other administrative
or regulatory bodies thereof.

                  "PLEDGED COLLATERAL" means, collectively, the "Pledged
Collateral" as defined in the Holdings Pledge Agreement, the Security Agreement,
the Canadian Subsidiary Pledge Agreements, the Canadian Subsidiary Hypothecs and
the Canadian Resident Hypothec.
<PAGE>   51
                  "PPSA" means the Personal Property Security Act or any other
statute pertaining to the creation, perfection or priority of security interests
in any collateral, in each case as in effect in any Canadian province.

                  "PRIME RATE" means the rate that CIBC (or any successor
Administrative Agent) publicly announces from time to time as its prime lending
rate, as in effect from time to time. The Prime Rate is a reference rate and
does not necessarily represent the lowest or best rate actually charged to any
customer. CIBC or any other Lender may make commercial loans or other loans at
rates of interest at, above or below the Prime Rate.

                  "PRO FORMA BASIS" means, for purposes of giving effect to any
transaction during any period on a pro forma basis, that such transaction (and
any other transactions that occurred during such period) shall be deemed to have
occurred as of the first day of the most recent 12 Fiscal Month period that
ended immediately prior to the date of such transaction with respect to which
Administrative Agent has received the relevant financial information. As used in
this definition, "transaction" shall mean any Permitted Acquisition and any
incurrence or assumption of any Indebtedness (including Indebtedness hereunder
and Permitted Acquisition Indebtedness and the concurrent retirement of any
other Indebtedness) as part of a Permitted Acquisition. Calculations made on a
Pro Forma Basis shall give effect to such transactions that occurred during the
relevant period on the following basis:

                  (i) any Indebtedness incurred or assumed by the Borrowers in
         connection with such Permitted Acquisition and any Indebtedness repaid
         in connection with such Permitted Acquisition shall be deemed to have
         been incurred or repaid, respectively, as of the first day of the
         relevant period;

                  (ii) if such Indebtedness has a floating or formula rate, then
         the rate of interest for such Indebtedness for the applicable period
         shall be computed as if the rate in effect for such Indebtedness on the
         relevant measurement date had been the applicable rate for the entire
         applicable period; and

                  (iii) income statement items (whether positive or negative)
         attributable to the property or business acquired in such Permitted
         Acquisition shall be included as if such transaction had occurred as of
         the first day of the relevant period; provided, however, that there
         shall be excluded from such income statement items the amount of any
         excess owner's compensation and any clearly identified non-recurring or
         one-time charges actually incurred by such property or
<PAGE>   52
         business during such period that are reasonably expected to be
         eliminated following the consummation of such Permitted Acquisition to
         the extent that such exclusions are approved by Administrative Agent
         and Requisite Lenders; and provided further that income statement items
         attributable to property or business acquired in Permitted Acquisitions
         that were consummated before the Effective Date shall be adjusted
         solely as set forth in Schedule 1.1P hereto. Any Compliance
         Certificate, pro forma Compliance Certificate, or financial statement
         delivered by Company to Administrative Agent or Lenders hereunder that
         includes calculations made on a Pro Forma Basis shall identify each
         income statement item that is excluded from such certificates or
         statements by operation of this clause (iii).

                  "PRO RATA SHARE" means (i) with respect to all payments,
computations and other matters relating to the Tranche A Term Loan Commitment or
the Tranche A Term Loan of any Lender, the percentage obtained by dividing (x)
the Tranche A Term Loan Exposure of that Lender by (y) the aggregate Tranche A
Term Loan Exposure of all Lenders, (ii) with respect to all payments,
computations and other matters relating to the Tranche B Term Loan Commitment or
the Tranche B Term Loan of any Lender, the percentage obtained by dividing (x)
the Tranche B Term Loan Exposure of that Lender by (y) the aggregate Tranche B
Term Loan Exposure of all Lenders, (iii) with respect to all payments,
computations and other matters relating to the Canadian Term Loan Commitment or
the Canadian Term Loan of any Lender, the percentage obtained by dividing (x)
the Canadian Term Loan Exposure of that Lender by (y) the aggregate Canadian
Term Loan Exposure of all Lenders, (iv) with respect to all payments,
computations and other matters relating to the US Acquisition Loan Commitment or
the US Acquisition Loans of any Lender, the percentage obtained by dividing (x)
the US Acquisition Loan Exposure of that Lender by (y) the aggregate US
Acquisition Loan Exposure of all Lenders, (v) with respect to all payments,
computations and other matters relating to the Canadian Acquisition Loan
Commitment or the Canadian Acquisition Loans of any Lender, the percentage
obtained by dividing (x) the Canadian Acquisition Loan Exposure of that Lender
by (y) the aggregate Canadian Acquisition Loan Exposure of all Lenders, (vi)
with respect to all payments, computations and other matters relating to the
Revolving Loan Commitment or the Revolving Loans of any Lender or any Letters of
Credit issued or participations therein purchased by any Lender, the percentage
obtained by dividing (x) the Revolving Loan Exposure of that Lender by (y) the
aggregate Revolving Loan Exposure of all Lenders, and (vii) for all other
purposes with respect to each Lender, the percentage obtained by dividing (x)
the sum of the Tranche A Term Loan Exposure of that Lender plus the Tranche B
Term Loan Exposure of that
<PAGE>   53
Lender plus the Canadian Term Loan Exposure of that Lender plus the US
Acquisition Loan Exposure of that Lender plus the Canadian Acquisition Loan
Exposure plus the Revolving Loan Exposure of that Lender by (y) the sum of the
aggregate Tranche A Term Loan Exposure of all Lenders plus the aggregate Tranche
B Term Loan Exposure of all Lenders plus the aggregate Canadian Term Loan
Exposure of all Lenders plus the US Acquisition Loan Exposure of all Lenders
plus the Canadian Acquisition Loan Exposure of all Lenders plus the aggregate
Revolving Loan Exposure of all Lenders, in any such case as the applicable
percentage may be adjusted by assignments permitted pursuant to subsection 10.1.
The initial Pro Rata Share of each Lender for purposes of each of clauses (i),
(ii), (iii), (iv), (v), (vi) and (vii) of the preceding sentence is set forth
opposite the name of that Lender in Schedule 2.1 annexed hereto.

                  "PROJECTED EARN-OUT OBLIGATIONS" means for any period, the
amount of Contingent Acquisition Obligations that are projected to become due
and payable during such period, based on projections of the results of Company's
and its Subsidiaries financial operations during such period and any relevant
prior period, prepared in good faith and using assumptions that Company believes
to be fair and reasonable at the time of preparation.

                  "PROJECTED ESCROW REFUNDS" means, for any period, the amount
of funds held in escrow to secure Contingent Acquisition Obligations based on
financial performance that are projected to be released from escrow and returned
to Company or its Subsidiaries during such period, based on the same projections
used to determine the Projected Earn-out Obligations for such period.

                  "PROJECTED INCREMENTAL EBITDA" means for any period, the sum
of the following amounts, calculated separately for each Acquired Business for
which there will be Projected Earn-out Obligations during such period:

         THE EXCESS OF

                           (i) the amount of Consolidated EBITDA attributable to
         such Acquired Business that is projected to be earned during such
         period (excluding the portion of such period commencing on the first
         day during such period that any Projected Earn-out Obligations
         attributable to such acquired business become payable)

         OVER
<PAGE>   54
                            (ii) the amount of Consolidated EBITDA, determined
         on a Pro Forma Basis, attributable to such Acquired Business for the
         same measurement period used in the preceding clause (i) for the
         immediately preceding Fiscal Year.

                  The projections used in calculating Projected Incremental
EBITDA for any period shall be the same as the projections used in calculating
the Projected Earn-out Obligations for such period.

                  "QUALIFIED INVESTMENTS" means, as applied to Company or any of
its Subsidiaries, investments in:

                  (i) Direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         or by the government of Canada (or by any agency thereof to the extent
         such obligations are backed by the full faith and credit of the United
         States or Canada), in each case maturing within one year from the date
         of acquisition;

                  (ii) Marketable general obligations issued by any state of the
         United States or by any province of Canada or any political subdivision
         of any such state or province or any corporation or public
         instrumentality thereof maturing within one year from the date of
         acquisition thereof and, at the time of acquisition, having a credit
         rating of "B-2" from S&P or is equivalent from Moody's, Canadian Bond
         Rating Service or any successor thereto, or Dominion Bond Rating
         Service or any successor thereto;

                  (iii) Investments in United States or Canadian certificates of
         deposit, banker's acceptances and time deposits maturing within twelve
         (12) months from the date of acquisition thereof issued or guaranteed
         by or placed with, and money market deposit accounts issued or offered
         by any United States or Canadian offices of any commercial bank or
         trust company organized or licensed under any laws of the United States
         or Canada or any state or province thereof having a credit rating of
         "B-2" from S&P or its equivalent from Moody's, Canadian Bond Rating
         Service or any successor thereto, or Dominion Bond Rating Service or
         any successor thereto; or

                  (iv) any repurchase agreement secured by any one or more of
         the foregoing.
<PAGE>   55
                  "REAL PROPERTY ASSET" means, at any time of determination, any
fee interest then owned by any Loan Party in any real property.

                  "RECAPITALIZATION AGREEMENT" means that certain
Recapitalization Agreement dated as of September 29, 1999, Holdings and the
participants listed on Schedules I and II thereto, as amended to the date hereof
and as it hereafter be amended, supplemented, restated, or otherwise modified
from time to time in accordance with subsection 7.15.

                  "RECORDED LEASEHOLD INTEREST" means a Leasehold Property with
respect to which a Record Document (as hereinafter defined) has been recorded in
all places necessary or desirable, in Administrative Agent's reasonable
judgment, to give constructive notice of such Leasehold Property to third-party
purchasers and encumbrancers of the affected real property. For purposes of this
definition, the term "RECORD DOCUMENT" means, with respect to any Leasehold
Property, (a) the lease evidencing such Leasehold Property or a memorandum
thereof, executed and acknowledged by the owner of the affected real property,
as lessor, or (b) if such Leasehold Property was acquired or subleased from the
holder of a Recorded Leasehold Interest, the applicable assignment or sublease
document, executed and acknowledged by such holder, in each case in form
sufficient to give such constructive notice upon recordation and otherwise in
form reasonably satisfactory to Administrative Agent.

                  "REGULATION D" means Regulation D of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

                  "REIMBURSEMENT DATE" has the meaning assigned to that term in
subsection 3.3B.

                  "REINVESTMENT PERIOD" means, with respect to any Net Asset
Sale Proceeds received in respect of any Asset Sale, the period commencing on
the date such Net Asset Sale Proceeds are received by Company or any of its
Subsidiaries and ending on the earlier of (x) the second Business Day following
any determination by a Responsible Officer of Company or any of its Subsidiaries
that such Net Asset Sale Proceeds will not be reinvested in a Related Business
within 60 days of receipt thereof by Company or its Subsidiaries and (y) the
date that is 60 days after receipt of such Net Asset Sale Proceeds by Company or
any of its Subsidiaries.

                  "RELATED AGREEMENTS" means, collectively, the Acquisition
Agreements, the Holdings Certificate of Designations, and the Recapitalization
Agreement.
<PAGE>   56
                  "RELATED BUSINESS" means the business consisting of pre-sales,
sales, and post-sales support; Internet commerce support; marketing analysis;
marketing data management, compilation, mining and analysis; teleservices;
fulfillment; specialty services; and any other service that the Company and its
Subsidiaries currently provides on the Effective Date, and any and all
reasonably related businesses necessary for, in support or anticipation of, and
ancillary to such services.

                  "RELEASE" means any release, spill, emission, leaking,
pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal,
dumping, leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including, without limitation, the abandonment or disposal of any
barrels, containers or other closed receptacles containing any Hazardous
Materials), including the movement of any Hazardous Materials through the air,
soil, surface water or groundwater.

                  "REQUISITE CLASS LENDERS" means, at any time of determination
(i) for the Class of Lenders having Tranche A Term Loan Exposure, Lenders having
or holding more than 66 2/3% of the aggregate Tranche A Term Loan Exposure of
all Lenders, (ii) for the Class of Lenders having Tranche B Term Loan Exposure,
Lenders having or holding more than 66 2/3% of the aggregate Tranche B Term Loan
Exposure of all Lenders, (iii) for the Class of Lenders having Canadian Term
Loan Exposure, Lenders having or holding more than 66 2/3% of the aggregate
Canadian Term Loan Exposure of all Lenders, (iv) for the Class of Lenders having
US Acquisition Loan Exposure, Lenders having or holding more than 66 2/3% of the
aggregate US Acquisition Loan Exposure of all Lenders, (v) for the Class of
Lenders having Canadian Acquisition Loan Exposure, Lenders having or holding
more than 66 2/3% of the aggregate Canadian Acquisition Loan Exposure of all
Lenders, and (vi) for the Class of Lenders having Revolving Loan Exposure,
Lenders having or holding more than 66 2/3% of the aggregate Revolving Loan
Exposure of all Lenders.

                  "REQUISITE LENDERS" means Lenders having or holding more than
66-?% of the sum of the aggregate Tranche A Term Loan Exposure of all Lenders
plus the aggregate Tranche B Term Loan Exposure of all Lenders plus the
aggregate Canadian Term Loan Exposure of all Lenders plus the aggregate US
Acquisition Loan Exposure of all Lenders plus the aggregate Canadian Acquisition
Loan Exposure of all Lenders plus the aggregate Revolving Loan Exposure of all
Lenders.

                  "RESPONSIBLE OFFICER" means each of the following officers of
Company or any of its Subsidiaries, at the time that any individual holds any
such position: the chairman of the board of Company, the chief executive
officer, the president, the chief
<PAGE>   57
financial officer, the treasurer, any vice president, the general counsel and
the corporate secretary.

                  "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of Company or Holdings now or hereafter outstanding, except a dividend payable
solely in shares of that class of stock to the holders of that class, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of stock
of Company or Holdings now or hereafter outstanding, (iii) any payment made to
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of stock of Company or Holdings now
or hereafter outstanding (iv) any payment or prepayment of principal of,
premium, if any, or interest on, or redemption, purchase, retirement, defeasance
(including in-substance or legal defeasance), sinking fund or similar payment
with respect to, any Subordinated Indebtedness, and (v) any payment or
prepayment of principal of, premium, if any, or interest on, or redemption,
purchase, retirement, defeasance (including in-substance or legal defeasance),
sinking fund or similar payment with respect to, any Subordinated Acquisition
Indebtedness or Subordinated Contingent Acquisition Obligation.

                  "REVOLVING LENDER" means a Lender that has a Revolving Loan
Commitment and/or that has an outstanding Revolving Loan.

                  "REVOLVING LOAN COMMITMENT" means the commitment of a Lender
to make Revolving Loans to Company pursuant to subsection 2.1A(vi), and
"REVOLVING LOAN COMMITMENTS" means such commitments of all Lenders in the
aggregate.

                  "REVOLVING LOAN COMMITMENT TERMINATION DATE" means November
30, 2004.

                  "REVOLVING LOAN EXPOSURE" means, with respect to any Revolving
Lender as of any date of determination (i) prior to the termination of the
Revolving Loan Commitments, that Lender's Revolving Loan Commitment and (ii)
after the termination of the Revolving Loan Commitments, the sum of (a) the
aggregate outstanding principal amount of the Revolving Loans of that Lender
plus (b) in the event that Lender is an Issuing Lender, the aggregate Letter of
Credit Usage in respect of all Letters of Credit issued by that Lender (in each
case net of any participations purchased by other Lenders in such Letters of
Credit or any unreimbursed drawings thereunder) plus (c) the aggregate
<PAGE>   58
amount of all participations purchased by that Lender in any outstanding Letters
of Credit or any unreimbursed drawings under any Letters of Credit.

                  "REVOLVING LOANS" means the Loans made by Lenders to Company
pursuant to subsection 2.1A(vi).

                  "REVOLVING NOTES" means (i) the promissory notes of Company
issued pursuant to subsection 2.1E(e)(i)(d) on the Effective Date and (ii) any
promissory notes issued by Company pursuant to the last sentence of subsection
10.1B(i) in connection with assignments of the Revolving Loan Commitments and
Revolving Loans of any Lenders, in each case substantially in the form of
Exhibit VI annexed hereto, as they may be amended, supplemented or otherwise
modified from time to time.

                  "SECOND CLOSING DATE" means February 17, 1998, the date of the
closing of the First Restated Credit Agreement.

                  "SECURITIES" means any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time, and any successor statute or the Canadian equivalent where
applicable.

                  "SECURITY AGREEMENT (ESCROWS)" means that certain Security
Agreement (Escrows) dated as of February 26, 1999, executed by Company, Lenders
and Administrative Agent pursuant to the First Restated Credit Agreement, as
such agreement has been amended to the date hereof and as such agreement may
hereafter be amended, supplemented, restated or otherwise modified from time to
time.

                  "SECURITY AGREEMENT" means a Security Agreement executed and
delivered by Company and each of the Domestic Subsidiaries on the Effective
Date, substantially in the form of Exhibit XIII annexed hereto, as such
agreement may hereafter be amended, supplemented, restated or otherwise modified
from time to time.

<PAGE>   59
                  "SENIOR DEBT LEVERAGE RATIO" means, as of any date of
determination, the ratio of (i) the aggregate principal amount of Consolidated
Total Debt outstanding on such date minus the aggregate principal amount of
Subordinated Indebtedness outstanding on such date divided by (ii) the aggregate
amount of Consolidated EBITDA for the 12 Fiscal Month period most recently ended
on or before such date of determination, determined on a Pro Forma Basis;
provided, that calculations of the Senior Debt Leverage Ratio for purposes of
subsection 2.1A, subsection 3.1A, the Notices of Borrowing and the Notices of
Issuance of Letter of Credit, Consolidated EBITDA determined on a Pro Forma
Basis shall be based on the 12 Fiscal Month period most recently ended before
such date of determination for which Administrative Agent has received the
financial statements delivered to Administrative Agent and Lenders pursuant to
subsection 6.1(i).

                  "SOLIDARY" as used herein and in the Assignment Agreements
shall be read and interpreted in accordance with the Civil Code of Quebec.

                  "SOLVENT" means, with respect to any Person, that as of the
date of determination both (A) (i) the then fair saleable value of the property
of such Person is (y) greater than the total amount of liabilities (including
contingent liabilities) of such Person and (z) not less than the amount that
will be required to pay the probable liabilities on such Person's then existing
debts as they become absolute and matured considering all financing alternatives
and potential asset sales reasonably available to such Person; (ii) such
Person's capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (iii) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (B) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

                  "STANDBY LETTER OF CREDIT" means any standby letter of credit
or similar instrument issued for the purpose of supporting (i) Indebtedness of
Company or any of its Subsidiaries in respect of industrial revenue or
development bonds or financings, (ii) workers' compensation liabilities of
Company or any of its Subsidiaries, (iii) the obligations of third party
insurers of Company or any of its Subsidiaries arising by virtue of the laws of
any jurisdiction requiring third party insurers, (iv) obligations with respect
<PAGE>   60
to Capital Leases or Operating Leases of Company or any of its Subsidiaries, and
(v) performance, payment, deposit or surety obligations of Company or any of its
Subsidiaries, in any case if required by law or governmental rule or regulation
or in accordance with custom and practice in the industry; provided that Standby
Letters of Credit may not be issued for the purpose of supporting (a) trade
payables or (b) any Indebtedness constituting "antecedent debt" (as that term is
used in Section 547 of the Bankruptcy Code).

                  "STOCK REPURCHASE AGREEMENTS" means each Stock Repurchase
Agreement dated as of September 29, 1999 between Holdings and each of Robert J.
Conrads and Robert C. Gust providing for, among other things, the circumstances
under which Holdings Common Stock may be repurchased by Holdings from such
persons, in each case in the form delivered to Administrative Agent and Lenders
prior to their execution of this Agreement

                  "SUBORDINATED ACQUISITION INDEBTEDNESS" means any unsecured
Acquisition Indebtedness that is subject to the subordination provisions set
forth in Exhibit XXIII.

                  "SUBORDINATED CONTINGENT ACQUISITION OBLIGATION" means any
unsecured Contingent Acquisition Obligation that is subject to the subordination
provisions set forth in Exhibit XXIV.

                  "SUBORDINATED INDEBTEDNESS" means any unsecured Indebtedness
of Company or the Canadian Borrower subordinated in right of payment to the
Obligations pursuant to documentation containing maturities, amortization
schedules, covenants, defaults, remedies, subordination provisions and other
material terms in form and substance satisfactory to Administrative Agent and
Requisite Lenders.

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, limited liability company, association, joint venture
or other business entity of which more than 50% of the total voting power of
shares of stock or other ownership interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Person or Persons
(whether directors, managers, trustees or other Persons performing similar
functions) having the power to direct or cause the direction of the management
and policies thereof is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a
combination thereof. Notwithstanding anything to the contrary contained in the
preceding sentence,
<PAGE>   61
METC and METC Holdings shall be deemed to be Canadian Subsidiaries of Company
and the Canadian Borrower.

                  "SUPPLEMENTAL COLLATERAL ADMINISTRATIVE AGENT" has the meaning
assigned to that term in subsection 9.1B.

                  "TAX" or "TAXES" means any present or future tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected,
withheld or assessed; provided that "TAX ON THE OVERALL NET INCOME" of a Person
shall be construed as a reference to a tax imposed by the jurisdiction in which
that Person is organized or in which that Person's principal office (and/or, in
the case of a Lender, its lending office) is located or in which that Person
(and/or, in the case of a Lender, its lending office) is deemed to be doing
business on all or part of the net income, profits or gains (whether worldwide,
or only insofar as such income, profits or gains are considered to arise in or
to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in
the case of a Lender, its lending office).

                  "TERM LOANS" means, collectively, the Tranche A Term Loans,
the Tranche B Term Loans and the Canadian Term Loans.

                  "THIRD CLOSING DATE" means May 21, 1999, the date of the
closing of the Existing Credit Agreement.

                  "TITLE COMPANY" means, collectively, one or more title
insurance companies reasonably satisfactory to Administrative Agent.

                  "TOTAL DEBT LEVERAGE RATIO" means, as of any date of
determination, the ratio of (i) the aggregate principal amount of Consolidated
Total Debt outstanding on such date divided by (ii) the aggregate amount of
Consolidated EBITDA for the 12 Fiscal Month period most recently ended on or
before such date of determination, determined on a Pro Forma Basis; provided,
that calculations of the Total Debt Leverage Ratio for purposes of subsection
2.1A, subsection 3.1A, the Notices of Borrowing and the Notices of Issuance of
Letter of Credit, Consolidated EBITDA determined on a Pro Forma Basis shall be
based on the 12 Fiscal Month period most recently ended before such date of
determination for which Administrative Agent has received the financial
statements delivered to Administrative Agent and Lenders pursuant to subsection
6.1(i).
<PAGE>   62
                  "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at
any date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans (other than Revolving Loans made for the purpose of
reimbursing the applicable Issuing Lender for any amount drawn under any Letter
of Credit but not yet so applied) plus (ii) the Letter of Credit Usage.

                  "TRANCHE A LOAN MATURITY DATE" means November 30, 2004.

                  "TRANCHE A TERM LOAN COMMITMENT" means the commitment of a
Lender to convert Existing Loans into a Tranche A Term Loan or to make a Tranche
A Term Loan to Company pursuant to subsection 2.1A(i), and "TRANCHE A TERM LOAN
COMMITMENTS" means such commitments of all Lenders in the aggregate.

                  "TRANCHE A TERM LOAN EXPOSURE" means, with respect to any
Lender as of any date of determination (i) prior to the funding or conversion of
the Tranche A Term Loans, that Lender's Tranche A Term Loan Commitment and (ii)
after the funding or conversion of the Tranche A Term Loans, the outstanding
principal amount of the Tranche A Term Loan of that Lender.

                  "TRANCHE A TERM LOANS" means the Loans made or converted by
Lenders to Company pursuant to subsection 2.1A(i).

                  "TRANCHE A TERM NOTES" means (i) the promissory notes of
Company issued pursuant to subsection 2.1E(i)(a) on the Effective Date and (ii)
any promissory notes issued by Company pursuant to the last sentence of
subsection 10.1B(i) in connection with assignments of the Tranche A Term Loan
Commitments or Tranche A Term Loans of any Lenders, in each case substantially
in the form of Exhibit IV-A annexed hereto, as they may be amended, supplemented
or otherwise modified from time to time.

                  "TRANCHE B LOAN MATURITY DATE" means November 30, 2006.

                  "TRANCHE B TERM LOAN COMMITMENT" means the commitment of a
Lender to convert Existing Loans into a Tranche B Term Loan or to make a Tranche
B Term Loan to Company pursuant to subsection 2.1A(ii), and "TRANCHE B TERM LOAN
COMMITMENTS" means such commitments of all Lenders in the aggregate.

                  "TRANCHE B TERM LOAN EXPOSURE" means, with respect to any
Lender as of any date of determination (i) prior to the funding or conversion of
the Tranche B Term
<PAGE>   63
Loans, that Lender's Tranche B Term Loan Commitment and (ii) after the funding
or conversion of the Tranche B Term Loans, the outstanding principal amount of
the Tranche B Term Loan of that Lender.

                  "TRANCHE B TERM LOANS" means the Loans made or converted by
Lenders to Company pursuant to subsection 2.1A(ii).

                  "TRANCHE B TERM NOTES" means (i) the promissory notes of
Company issued pursuant to subsection 2.1E(i)(b) on the Effective Date and (ii)
any promissory notes issued by Company pursuant to the last sentence of
subsection 10.1B(i) in connection with assignments of the Tranche B Term Loan
Commitments or Tranche B Term Loans of any Lenders, in each case substantially
in the form of Exhibit IV-B annexed hereto, as they may be amended, supplemented
or otherwise modified from time to time.

                  "TRANSACTIONS COSTS" means the fees, costs and expenses
payable by Borrowers and their Subsidiaries in connection with the transactions
contemplated by the Loan Documents and the Related Agreements to occur on the
Effective Date.

                  "TYPE" means, with respect to the Loans, the classification of
such Loans as Tranche A Term Loans, Tranche B Term Loans, Canadian Term Loans,
Revolving Loans, US Acquisition Loans, or Canadian Acquisition Loans.

                  "UCC" means the Uniform Commercial Code (or any similar or
equivalent legislation) as in effect in any applicable jurisdiction.

                  "UNAPPLIED NET ASSET SALE PROCEEDS" means, as of any date of
determination, the aggregate amount of all Net Asset Sale Proceeds received by
Company or any of its Subsidiaries during the period from the Effective Date to
such date of determination excluding all such Net Asset Sale Proceeds that (i)
have been applied to mandatory prepayments of the Loans and/or reductions of the
Commitments pursuant to subsection 2.4B(iii) or (ii) when received by Company or
any of its Subsidiaries, were intended by Company or any of its Subsidiaries to
be reinvested in a Related Business within 60 days of such receipt, and either
such Net Asset Sale Proceeds were reinvested within such period or the
Reinvestment Period for such Net Asset Sale Proceeds has not expired.

                  "US ACQUISITION LOAN COMMITMENT" means the commitment of a
Lender to make US Acquisition Loans to Company pursuant to subsection 2.1A(iv),
and
<PAGE>   64
"US ACQUISITION LOAN COMMITMENTS" means such commitments of all Lenders in the
aggregate.

                  "US ACQUISITION LOAN COMMITMENT TERMINATION DATE" means
November 15, 2001.

                  "US ACQUISITION LOAN EXPOSURE" means, with respect to any
Lender as of any date of determination (i) prior to the termination of the US
Acquisition Loan Commitments, that Lender's US Acquisition Loan Commitment and
(ii) after the termination of the US Acquisition Loan Commitments, the
outstanding principal amount of the US Acquisition Loan of that Lender.

                  "US ACQUISITION LOAN MATURITY DATE" means November 30, 2006.

                  "US ACQUISITION LOANS" means the Loans made by Lenders to
Company pursuant to subsection 2.1A(iv).

                  "US ACQUISITION NOTES" means (i) the promissory notes of
Company issued pursuant to subsection 2.1E(i)(c) and (ii) any promissory notes
issued by Company pursuant to the last sentence of subsection 10.1B(i) in
connection with assignments of the US Acquisition Loan Commitments or US
Acquisition Loans of any Lenders, in each case substantially in the form of
Exhibit VII-A annexed hereto, as they may be amended, supplemented, restated, or
otherwise modified from time to time.

                  "US ACQUISITION RESERVE" means, at any time, an amount equal
to the sum of the following:

                           (i) 125% of the amount of Contingent Acquisition
         Obligations of Company and its Subsidiaries (other than Canadian
         Borrower and its Subsidiaries) at such time over the amount of cash
         held in escrow at such time to secure payment of such obligations that
         Company in good faith projects will become payable at any time
         thereafter; provided that if Requisite Lenders or Administrative Agent
         disagree with such projections, then the amount in this clause (i)
         shall be determined by Requisite Lenders, or in the absence of such
         determination by Requisite Lenders, then by Administrative Agent, and
         provided further that the amount in this clause (i) shall not, in
         either case, exceed 100% of the excess of the amount of Contingent
         Acquisition Obligations of Company and its Subsidiaries (other than
         Canadian Borrower and its Subsidiaries) over the
<PAGE>   65
         amount of cash held in escrow at such time to secure payment of such
         obligations, plus

                           (ii) 75% of the aggregate principal amount of all
         Subordinated Acquisition Indebtedness owed Company and its Subsidiaries
         (other than Canadian Borrower and its Subsidiaries) at such time, plus

                           (iii) 100% of the excess of the amount of all
         Acquisition Indebtedness owed by Company and its Subsidiaries (other
         than Canadian Borrower and Subsidiaries) at such time that does not
         constitute Subordinated Acquisition Indebtedness over the amount of
         cash held in escrow at such time to secure payment of such obligations.

                  "WILLIS STEIN" means Willis Stein & Partners II, L.P. and any
one or more of its Affiliates.

1.2      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS
         UNDER AGREEMENT.

                  Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Company to Lenders pursuant to clauses (i), (ii),
(iii) and (xiii) of subsection 6.1 shall be prepared in accordance with GAAP as
in effect at the time of such preparation (and delivered together with the
reconciliation statements provided for in subsection 6.1(v)). Calculations in
connection with the definitions, covenants and other provisions of this
Agreement shall utilize accounting principles and policies in conformity with
GAAP as in effect on the date of the financial statements referred to in
subsection 5.3. If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in this Agreement, and either
Company or Requisite Lenders shall so request, Administrative Agent, Requisite
Lenders and Company shall negotiate in good faith to amend such ratio or
requirement to reflect such change in GAAP (subject to the approval of Requisite
Lenders), provided that, until so amended, (i) such ratio or requirement shall
continue to be computed in accordance with GAAP prior to such change therein and
(ii) Company shall provide to Administrative Agent and Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.
<PAGE>   66
1.3      OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

         A. Any of the terms defined herein may, unless the context otherwise
requires, be used in the singular or the plural, depending on the reference.

         B. References to "Sections" and "subsections" shall be to Sections and
subsections, respectively, of this Agreement unless otherwise specifically
provided.

         C. The use herein of the word "include" or "including", when following
any general statement, term or matter, shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately
following such word or to similar items or matters, whether or not nonlimiting
language (such as "without limitation" or "but not limited to" or words of
similar import) is used with reference thereto, but rather shall be deemed to
refer to all other items or matters that fall within the broadest possible scope
of such general statement, term or matter.

SECTION 2.        AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

2.1      COMMITMENTS; MAKING OF LOANS; NOTES.

         A. COMMITMENTS. Subject to the terms and conditions of this Agreement
and in reliance upon the representations and warranties of Borrowers herein set
forth, each Lender hereby severally agrees to make the Loans and/or convert the
Existing Loans as described in subsections 2.1A(i), 2.1A(ii), 2.1A(iii),
2.1A(iv), 2.1A(v) and 2.1A(vi).

                  (i) Conversion of Certain Existing US Acquisition Loans into
         Tranche A Term Loans. Each Lender that has a Tranche A Term Loan
         Commitment severally agrees to convert its Pro Rata Share of Existing
         US Acquisition Loans in the aggregate principal amount of
         $25,000,000.00 into Tranche A Term Loans hereunder on the Effective
         Date. The amount of each Lender's Tranche A Term Loans shall not exceed
         its Tranche A Term Loan Commitment. The amount of each Lender's Tranche
         A Term Loan Commitment is set forth opposite its name on Schedule 2.1
         annexed hereto and the aggregate amount of the Tranche A Term Loan
         Commitments is $25,000,000.00. Each Lender's Tranche A Term Loan
         Commitment shall expire immediately and without further action on
         December 10, 1999 if the portion of the Existing US Acquisition Loans
         described above is not converted into Tranche A Term Loans on or before
         that date. Company may make only one conversion of Existing Loans into
         Tranche A Term Loans.
<PAGE>   67
         Amounts converted into Tranche A Term Loans under this subsection
         2.1A(i) and subsequently repaid or prepaid may not be reborrowed.

                  (ii) Conversion of Certain Existing Loans into Tranche B Term
         Loans; Additional Tranche B Term Loans. Each Lender that has a Tranche
         B Term Loan Commitment severally agrees to convert its Pro Rata Share
         of Existing US Acquisition Loans in the aggregate principal amount of
         $13,047,502.49, its Pro Rata Share of Existing Term Loans in the
         aggregate principal amount of $7,250,000, and its Pro Rata Share of
         Existing Revolving Loans in the aggregate principal amount of
         $3,956,077.67 into Tranche B Term Loans hereunder on the Effective
         Date. Each Lender severally agrees to lend to Company on the Effective
         Date an amount that, together with the aggregate principal amount of
         its Existing Loans converted into Tranche B Term Loans, does not exceed
         its Pro Rata Share of the aggregate amount of the Tranche B Term Loan
         Commitments, to be used for the purposes identified in subsection 2.5A.
         The amount of each Lender's Tranche B Term Loan Commitment is set forth
         opposite its name on Schedule 2.1 annexed hereto and the aggregate
         amount of the Tranche B Term Loan Commitments is $26,800,000. Each
         Lender's Tranche B Term Loan Commitment shall expire immediately and
         without further action on December 10, 1999 if the portion of the
         Existing Loans described above are not converted into Tranche B Term
         Loans on or before that date. Company may make only one borrowing of
         Tranche B Term Loans and conversion of Existing Loans into Tranche B
         Term Loans. Amounts borrowed or converted into Tranche B Term Loans
         under this subsection 2.1A(ii) and subsequently repaid or prepaid may
         not be reborrowed.

                  (iii) Conversion of Existing Canadian Acquisition Loans into
         Canadian Term Loans. Each Lender that has a Canadian Term Loan
         Commitment severally agrees to convert its Existing Canadian
         Acquisition Loans (after giving effect to the partial prepayment
         thereof on the Effective Date pursuant to subsection 4.1) into Canadian
         Term Loans hereunder on the Effective Date. The amount of each Lender's
         Canadian Term Loans shall not exceed its Canadian Term Loan Commitment.
         The amount of each Lender's Canadian Term Loan Commitment is set forth
         opposite its name on Schedule 2.1 annexed hereto and the aggregate
         amount of the Canadian Term Loan Commitments is $11,200,000. Each
         Lender's Canadian Term Loan Commitment shall expire immediately and
         without further action on December 10, 1999 if the Existing Canadian
         Acquisition Loans above are not converted into Canadian Term Loans on
         or before that date. The Canadian
<PAGE>   68
         Borrower may make only one conversion of Existing Canadian Acquisition
         Loans into Canadian Term Loans. Amounts converted into Canadian Term
         Loans under this subsection 2.1A(iii) and subsequently repaid or
         prepaid may not be reborrowed.

                  (iv) US Acquisition Loans. Each Lender that has a US
         Acquisition Loan Commitment severally agrees, subject to the
         limitations set forth below with respect to the maximum amount of US
         Acquisition Loans permitted to be borrowed, to lend to Company from
         time to time during the period from the Effective Date to but excluding
         the US Acquisition Loan Commitment Termination Date an aggregate amount
         that shall not exceed its Pro Rata Share of the aggregate amount of the
         US Acquisition Loan Commitments, to be used for the purposes identified
         in subsection 2.5C. The original amount of each Lender's US Acquisition
         Loan Commitment is set forth opposite its name on Schedule 2.1 annexed
         hereto and the aggregate amount of the US Acquisition Loan Commitments
         is $41,000,000; provided that the US Acquisition Loan Commitments of
         Lenders shall be adjusted to give effect to any assignments of the US
         Acquisition Loan Commitments pursuant to subsection 10.1B; and provided
         further, that the amount of the US Acquisition Loan Commitments shall
         be reduced from time to time by the amount of any reductions thereto
         made pursuant to subsections 2.4B(ii) and 2.4B(iii) and may be
         increased pursuant to subsection 2.9. Each Lender's US Acquisition Loan
         Commitment shall expire on the US Acquisition Loan Commitment
         Termination Date. Amounts borrowed under this subsection 2.1A(iv) and
         subsequently repaid or prepaid may not be reborrowed.

                  Anything contained in this Agreement to the contrary
         notwithstanding, the US Acquisition Loans and the US Acquisition Loan
         Commitments shall be subject to the following limitations:

                           (a) In no event shall the sum of the aggregate
                  outstanding principal amount of US Acquisition Loans plus the
                  aggregate outstanding principal amount of Canadian Acquisition
                  Loans plus the US Acquisition Reserve plus the Canadian
                  Acquisition Reserve at any time before the US Acquisition Loan
                  Commitment Termination Date exceed the US Acquisition Loan
                  Commitments then in effect.

                           (b) Borrowers shall not request, and Lenders shall
                  not be obligated to make, any US Acquisition Loans if either
                  the Senior Debt
<PAGE>   69
                  Leverage Ratio or the Adjusted Senior Debt Leverage Ratio,
                  after giving effect to the making of such Loans, would exceed
                  either 3.85 to 1.00 (if the date of such requested borrowing
                  is on or before the six month anniversary of the Effective
                  Date) or 3.75 to 1.00 (if the date of such requested borrowing
                  is after the six month anniversary of the Effective Date).

                           (c) Borrowers shall not request, and Lenders shall
                  not be obligated to make, any US Acquisition Loans if, after
                  giving effect to the making of such Loans, the Total Debt
                  Leverage Ratio would exceed 4.50 to 1.00.

                  (v) Canadian Acquisition Loans. Each Lender that has a
         Canadian Acquisition Loan Commitment severally agrees, subject to the
         limitations set forth below with respect to the maximum amount of
         Canadian Acquisition Loans permitted to be borrowed, to lend to the
         Canadian Borrower from time to time during the period from the
         Effective Date to but excluding the Canadian Acquisition Loan
         Commitment Termination Date an aggregate amount that shall not exceed
         its Pro Rata Share of the aggregate amount of the Canadian Acquisition
         Loan Commitments, to be used for the purposes identified in subsection
         2.5D. The original amount of each Lender's Canadian Acquisition Loan
         Commitment is set forth opposite its name on Schedule 2.1 annexed
         hereto and the aggregate amount of the Canadian Acquisition Loan
         Commitments is $5,000,000; provided that the Canadian Acquisition Loan
         Commitments of Lenders shall be adjusted to give effect to any
         assignments of the Canadian Acquisition Loan Commitments pursuant to
         subsection 10.1B; and provided further, that the amount of the Canadian
         Acquisition Loan Commitments shall be reduced from time to time by the
         amount of any reductions thereto made pursuant to subsections 2.4B(ii)
         and 2.4B(iii). Each Lender's Canadian Acquisition Loan Commitment shall
         expire on the Canadian Acquisition Loan Commitment Termination Date.
         Amounts borrowed under this subsection 2.1A(v) and subsequently repaid
         or prepaid may not be reborrowed.

                  Anything contained in this Agreement to the contrary
         notwithstanding, the Canadian Acquisition Loans and the Canadian
         Acquisition Loan Commitments shall be subject to the following
         limitations:

                           (a) In no event shall the sum of the aggregate
                  outstanding principal amount of US Acquisition Loans plus the
                  aggregate outstanding
<PAGE>   70
                  principal amount of Canadian Acquisition Loans plus the US
                  Acquisition Reserve plus the Canadian Acquisition Reserve at
                  any time before the Canadian Acquisition Loan Commitment
                  Termination Date exceed the US Acquisition Loan Commitments
                  then in effect.

                           (b) In no event shall the sum of the aggregate
                  outstanding principal amount of Canadian Acquisition Loans
                  plus the Canadian Acquisition Reserve at any time before the
                  Canadian Acquisition Loan Commitment Termination Date exceed
                  the Canadian Acquisition Loan Commitments then in effect.

                           (c) Borrowers shall not request, and Lenders shall
                  not be obligated to make, any Canadian Acquisition Loans if
                  either the Senior Debt Leverage Ratio or the Adjusted Senior
                  Debt Leverage Ratio, after giving effect to the making of such
                  Loans, would exceed either 3.85 to 1.00 (if the date of such
                  requested borrowing is on or before the six month anniversary
                  of the Effective Date) or 3.75 to 1.00 (if the date of such
                  requested borrowing is after the six month anniversary of the
                  Effective Date).

                           (d) Borrowers shall not request, and Lenders shall
                  not be obligated to make, any Canadian Acquisition Loans if,
                  after giving effect to the making of such Loans, the Total
                  Debt Leverage Ratio would exceed 4.50 to 1.00.

                  (vi) Revolving Loans. Each Revolving Lender severally agrees,
         subject to the limitations set forth below with respect to the maximum
         amount of Revolving Loans permitted to be outstanding from time to
         time, to lend to Company from time to time during the period from the
         Effective Date to but excluding the Revolving Loan Commitment
         Termination Date an aggregate amount not exceeding its Pro Rata Share
         of the aggregate amount of the Revolving Loan Commitments to be used
         for the purposes identified in subsection 2.5E. The original amount of
         each Revolving Lender's Revolving Loan Commitment is set forth opposite
         its name on Schedule 2.1 annexed hereto and the aggregate original
         amount of the Revolving Loan Commitments is $20,000,000; provided that
         the Revolving Loan Commitments of Revolving Lenders shall be adjusted
         to give effect to any assignments of the Revolving Loan Commitments
         pursuant to subsection 10.1B; and provided, further that the amount of
         the Revolving Loan Commitments shall be reduced from time to time by
         the
<PAGE>   71
         amount of any reductions thereto made pursuant to subsections 2.4B(ii)
         and 2.4B(iii). Each Revolving Lender's Revolving Loan Commitment shall
         expire on the Revolving Loan Commitment Termination Date and all
         Revolving Loans and all other amounts owed hereunder with respect to
         the Revolving Loans and the Revolving Loan Commitments shall be paid in
         full no later than that date; provided that each Revolving Lender's
         Revolving Loan Commitment shall expire immediately and without further
         action on December 10, 1999 if the Term Loans are not made on or before
         that date. Amounts borrowed under this subsection 2.1A(vi) may be
         repaid and reborrowed to but excluding the Revolving Loan Commitment
         Termination Date.

                  Anything contained in this Agreement to the contrary
         notwithstanding, the Revolving Loans and the Revolving Loan Commitments
         shall be subject to the following limitations:

                           (a) In no event shall the Total Utilization of
                  Revolving Loan Commitments at any time exceed the lesser of
                  (1) the Revolving Loan Commitments then in effect and (2) the
                  Borrowing Base at such time.

                           (b) Borrowers shall not request, and Lenders shall
                  not be obligated to make, any Revolving Loans if, after giving
                  effect to the making of such Loans, the Senior Debt Leverage
                  Ratio would exceed the maximum permitted by subsection 7.6C,
                  the Adjusted Senior Debt Leverage Ratio would exceed the
                  maximum permitted by subsection 7.6D, or the Total Debt
                  Leverage Ratio would exceed the maximum permitted by
                  subsection 7.6E.

         B. BORROWING MECHANICS. Tranche A Term Loans, Tranche B Term Loans and
Canadian Term Loans shall be made as or converted into Base Rate Loans on the
Effective Date in an aggregate minimum amount of $1,000,000 and integral
multiples of $100,000 in excess of that amount. US Acquisition Loans and
Canadian Acquisition Loans made on any Funding Date shall be in an aggregate
minimum amount of $1,000,000 and integral multiples of $100,000 in excess of
that amount or, if less, the remaining amount available to be borrowed
thereunder. Revolving Loans made on any Funding Date (other than Revolving Loans
made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing
Lender for the amount of a drawing under a Letter of Credit issued by it) shall
be in an aggregate minimum amount of $100,000 and integral multiples of $100,000
in excess of that amount.
<PAGE>   72
                  Whenever a Borrower desires that Lenders make Acquisition
Loans or Revolving Loans, it shall deliver to Administrative Agent a Notice of
Borrowing no later than 10:00 A.M. (New York City time) at least three Business
Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate
Loan) or at least one Business Day in advance of the proposed Funding Date (in
the case of a Base Rate Loan), which Notice of Borrowing shall be executed by
Company, in the case of Loans to Company, or by Company and the Canadian
Borrower, in the case of Loans to Canadian Borrower.

                  The Notice of Borrowing shall specify (i) the proposed Funding
Date (which shall be a Business Day), (ii) the amount and type of Loans
requested, (iii) in the case of Loans made on the Effective Date, that such
Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans and
Acquisition Loans not made on the Effective Date, whether such Loans shall be
Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans
requested to be made as Eurodollar Rate Loans, the initial Interest Period
requested therefor. Term Loans, Acquisition Loans and Revolving Loans may be
continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the
manner provided in subsection 2.2D. In lieu of delivering the above-described
Notice of Borrowing, the applicable Borrower may give Administrative Agent
telephonic notice by the required time of any proposed borrowing under this
subsection 2.1B; provided that such notice shall be promptly confirmed in
writing by delivery of a Notice of Borrowing to Administrative Agent on or
before the applicable Funding Date. Any such telephonic notice of a proposed
borrowing by the Canadian Borrower must be made together with a telephonic
notice by Company to Administrative Agent confirming such request.

                  Neither Administrative Agent nor any Lender shall incur any
liability to any Borrower in acting upon any telephonic notice referred to above
that Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to borrow on behalf of a Borrower
or for otherwise acting in good faith under this subsection 2.1B, and upon
funding of Loans by Lenders in accordance with this Agreement pursuant to any
such telephonic notice Company or Canadian Borrower shall have effected Loans
hereunder.

                  Any Borrower that has issued a Notice of Borrowing shall
notify Administrative Agent prior to the funding of any Loans in the event that
any of the matters to which such Borrower is required to certify in the
applicable Notice of Borrowing is no longer true and correct as of the
applicable Funding Date, and the acceptance by such Borrower of the proceeds of
any Loans shall constitute a re-certification by such Borrower, as of the
applicable Funding Date, as to the matters to which such Borrower is required to
certify in the applicable Notice of Borrowing.
<PAGE>   73
                  Except as otherwise provided in subsections 2.6B, 2.6C and
2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in
lieu thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and the applicable Borrower shall be bound to make a
borrowing in accordance therewith.

         C. DISBURSEMENT OF FUNDS. All Term Loans, Acquisition Loans and
Revolving Loans under this Agreement shall be made by Lenders simultaneously and
proportionately to their respective Pro Rata Shares, it being understood that no
Lender shall be responsible for any default by any other Lender in that other
Lender's obligation to make a Loan requested hereunder nor shall the Commitment
of any Lender to make the particular type of Loan requested be increased or
decreased as a result of a default by any other Lender in that other Lender's
obligation to make a Loan requested hereunder. Promptly after receipt by
Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or
telephonic notice in lieu thereof), Administrative Agent shall notify each
Lender of the proposed borrowing. Each Lender shall make the amount of its Loan
available to Administrative Agent not later than 12:00 Noon (New York City time)
on the applicable Funding Date, in same day funds in Dollars, at the Funding and
Payment Office. Except as provided in subsection 3.3B with respect to Revolving
Loans used reimburse any Issuing Lender for the amount of a drawing under a
Letter of Credit issued by it, upon satisfaction or waiver of the conditions
precedent specified in subsections 4.1 (in the case of Loans made on the
Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall
make the proceeds of such Loans available to the applicable Borrower on the
applicable Funding Date by causing an amount of same day funds in Dollars equal
to the proceeds of all such Loans received by Administrative Agent from Lenders
to be credited to the account of the applicable Borrower at the Funding and
Payment Office.

                  Unless Administrative Agent shall have been notified by any
Lender prior to the Funding Date for any Loans that such Lender does not intend
to make available to Administrative Agent the amount of such Lender's Loan
requested on such Funding Date, Administrative Agent may assume that such Lender
has made such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to the applicable Borrower a corresponding amount on such Funding
Date. If such corresponding amount is not in fact made available to
Administrative Agent by such Lender, Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such Funding Date until the date such amount
is paid to Administrative Agent, at the customary rate set by Administrative
<PAGE>   74
Agent for the correction of errors among banks plus any applicable fees charged
by Administrative Agent. If such Lender does not pay such corresponding amount
forthwith upon Administrative Agent's demand therefor, Administrative Agent
shall promptly notify the applicable Borrower and such Borrower shall
immediately pay such corresponding amount to Administrative Agent together with
interest thereon, for each day from such Funding Date until the date such amount
is paid to Administrative Agent, at the rate payable under this Agreement for
Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any
Lender from its obligation to fulfill its Commitments hereunder or to prejudice
any rights that Borrowers may have against any Lender as a result of any default
by such Lender hereunder.

         D.       THE REGISTER.

                  (i) Administrative Agent shall maintain, at its address
         referred to in subsection 10.8, a register for the recordation of the
         names and addresses of Lenders and the Commitments and Loans of each
         Lender from time to time (the "Register"). The Register shall be
         available for inspection by any Borrower or any Lender at any
         reasonable time and from time to time upon reasonable prior notice.

                  (ii) Administrative Agent shall record in the Register the US
         Acquisition Loan Commitment, the Canadian Acquisition Loan Commitment,
         and the Revolving Loan Commitment and the Tranche A Term Loans, Tranche
         B Term Loans, Canadian Term Loan, US Acquisition Loans, Canadian
         Acquisition Loans, and Revolving Loans from time to time of each
         Lender, and each repayment or prepayment in respect of the principal
         amount of the Tranche A Term Loans, Tranche B Term Loans, Canadian Term
         Loans, US Acquisition Loans, Canadian Acquisition Loans, or Revolving
         Loans of each Lender. Any such recordation shall be conclusive and
         binding the Borrowers and each Lender, absent manifest error; provided
         that failure to make any such recordation, or any error in such
         recordation, shall not affect any Lender's Commitments or any
         Borrower's Obligations in respect of any applicable Loans.

                  (iii) Each Lender shall record on its internal records
         (including, without limitation, the Notes held by such Lender) the
         amount of the Tranche A Term Loan, Tranche B Term Loan, Canadian Term
         Loan, each US Acquisition Loan, each Canadian Acquisition Loans, and
         each Revolving Loan made by it and each payment in respect thereof. Any
         such recordation shall be conclusive and binding on the Borrowers,
         absent manifest error; provided that failure to make any such
<PAGE>   75
         recordation, or any error in such recordation, shall not affect any
         Lender's Commitments or any Borrower's Obligations in respect of any
         applicable Loans; and provided, further that in the event of any
         inconsistency between the Register and any Lender's records, the
         recordations in the Register shall govern absent manifest error.

                  (iv) Borrowers, Administrative Agent and Lenders shall deem
         and treat the Persons listed as Lenders in the Register as the holders
         and owners of the corresponding Commitments and Loans listed therein
         for all purposes hereof, and no assignment or transfer of any such
         Commitment or Loan shall be effective, in each case unless and until an
         Assignment Agreement effecting the assignment or transfer thereof shall
         have been accepted by Administrative Agent and recorded in the Register
         as provided in subsection 10.1B(ii). Prior to such recordation, all
         amounts owed with respect to the applicable Commitment or Loan shall be
         owed to the Lender listed in the Register as the owner thereof, and any
         request, authority or consent of any Person who, at the time of making
         such request or giving such authority or consent, is listed in the
         Register as a Lender shall be conclusive and binding on any subsequent
         holder, assignee or transferee of the corresponding Commitments or
         Loans.

                  (v) Each Borrower each hereby designates the financial
         institution acting as Administrative Agent to serve as its agent solely
         for purposes of maintaining the Register as provided in this subsection
         2.1D, and each Borrower each hereby agrees that, to the extent such
         institution serves in such capacity, such institution and its officers,
         directors, employees, agents and affiliates shall constitute
         Indemnitees for all purposes under subsection 10.3.

         E.       NOTES.

                  (i) Company shall execute and deliver on the Effective Date to
         each Lender (or to Administrative Agent for that Lender) (a) a Tranche
         A Term Note substantially in the form of Exhibit IV-A annexed hereto to
         evidence that Lender's Tranche A Term Loan, in the principal amount of
         that Lender's Tranche A Term Loan and with other appropriate
         insertions, (b) a Tranche B Term Note substantially in the form of
         Exhibit IV-B annexed hereto to evidence that Lender's Tranche B Term
         Loan, in the principal amount of that Lender's Tranche B Term Loan and
         with other appropriate insertions, (c) a US Acquisition Loan Note
         substantially in the form of Exhibit VII-A annexed hereto to evidence
         that Lender's US Acquisition Loans, in the principal amount of that
         Lender's US
<PAGE>   76
         Acquisition Loan Commitment and with other appropriate insertions and
         (d) a Revolving Note substantially in the form of Exhibit VI annexed
         hereto to evidence that Lender's Revolving Loans, in the principal
         amount of that Lender's Revolving Loan Commitment and with other
         appropriate insertions.

                  (ii) The Canadian Borrower shall execute and deliver on the
         Effective Date to each Lender (or to Administrative Agent for that
         Lender) (a) a Canadian Term Note substantially in the form of Exhibit V
         annexed hereto to evidence that Lender's Canadian Term Loan, in the
         principal amount of that Lender's Canadian Term Loan and with other
         appropriate insertions, and (b) a Canadian Acquisition Note
         substantially in the form of Exhibit VII-B annexed hereto to evidence
         that Lender's Canadian Acquisition Loans, in the principal amount of
         that Lender's Canadian Acquisition Loan Commitment and with other
         appropriate insertions.

         F. SOLIDARY INTERESTS/CIVIL CODE OF QUEBEC. Each Borrower confirms and
agrees that subject to subsection 9.7, the rights of Administrative Agent and
each Lender, are solidary and as regards the Obligations and the Guarantied
Obligations (as defined in each Guaranty) owing from time to time to each
Lender, each of Administrative Agent and such Lender is entitled, when permitted
pursuant to Section 8, to: (i) demand repayment of the amounts of all Loans
outstanding from time to time in respect of such Obligations and Guarantied
Obligations; (ii) exact the whole performance of such Obligations and Guarantied
Obligations from the applicable Borrowers and Guarantors; (iii) benefit from the
Collateral Documents and the Collateral in respect of such Obligations and
Guarantied Obligations; (iv) give a full acquittance of such Obligations and
Guarantied Obligations; and (v) exercise all rights and recourses under the Loan
Documents with respect to those Obligations and Guarantied Obligations. The
Obligations of the Canadian Borrower or Company, as the case may be, with
respect to any Canadian Acquisition Loans, Canadian Term Loans, Tranche A Term
Loans, Tranche B Term Loans, US Acquisition Loans, or Revolving Loans, as the
case may be, arising from any advance of any Loans, or arising under any Letter
of Credit, will form part of the Obligations and Guarantied Obligations, will be
secured by the Collateral Documents and the Collateral and Administrative Agent
and each Lender will have a solidary interest therein.
<PAGE>   77
2.2      INTEREST ON THE LOANS.

         A.       RATE OF INTEREST.

                  Subject to the provisions of subsections 2.6 and 2.7, each
Loan shall bear interest on the unpaid principal amount thereof from the
Effective Date through maturity (whether by acceleration or otherwise) at a rate
determined by reference to the Base Rate or the Adjusted Eurodollar Rate. The
applicable basis for determining the rate of interest with respect to any Loan
shall be selected by the applicable Borrower initially at the time a Notice of
Borrowing is given with respect to such Loan pursuant to subsection 2.1B, and
the basis for determining the interest rate with respect to any Loan may be
changed from time to time by the applicable Borrower pursuant to subsection
2.2D. If on any day a Loan is outstanding with respect to which notice has not
been delivered to Administrative Agent in accordance with the terms of this
Agreement specifying the applicable basis for determining the rate of interest,
then for that day that Loan shall bear interest determined by reference to the
Base Rate.

                  (i) Subject to the provisions of subsections 2.2E and 2.7, the
         Tranche A Term Loans and the Revolving Loans shall bear interest
         through maturity as follows:

                           (a) if a Base Rate Loan, then at the sum of the Base
                  Rate plus 2.25% per annum; or

                           (b) if a Eurodollar Rate Loan, then at the sum of the
                  Adjusted Eurodollar Rate plus 3.50% per annum.

                  (ii) Subject to the provisions of subsections 2.2E and 2.7,
         the Tranche B Term Loans, the Canadian Term Loans, and the Acquisition
         Loans shall bear interest through maturity as follows:

                           (a) if a Base Rate Loan, then at the sum of the Base
                  Rate plus 2.75% per annum; or

                           (b) if a Eurodollar Rate Loan, then at the sum of the
                  Adjusted Eurodollar Rate plus 4.00% per annum.

         B. INTEREST PERIODS. In connection with each Eurodollar Rate Loan, the
applicable Borrower may, pursuant to the applicable Notice of Borrowing or
Notice of Conversion/Continuation, as the case may be, select an interest period
(each an "INTEREST
<PAGE>   78
PERIOD") to be applicable to such Loan, which Interest Period shall be, at the
applicable Borrower's option, either a one, two, three or six month period;
provided that:

                  (i) the initial Interest Period for any Eurodollar Rate Loan
         shall commence on the Funding Date in respect of such Loan, in the case
         of a Loan initially made as a Eurodollar Rate Loan, or on the date
         specified in the applicable Notice of Conversion/ Continuation, in the
         case of a Loan converted to a Eurodollar Rate Loan;

                  (ii) in the case of immediately successive Interest Periods
         applicable to a Eurodollar Rate Loan continued as such pursuant to a
         Notice of Conversion/Continuation, each successive Interest Period
         shall commence on the day on which the next preceding Interest Period
         expires;

                  (iii) if an Interest Period would otherwise expire on a day
         that is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day; provided that, if any Interest Period
         would otherwise expire on a day that is not a Business Day but is a day
         of the month after which no further Business Day occurs in such month,
         such Interest Period shall expire on the next preceding Business Day;

                  (iv) any Interest Period that begins on the last Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall, subject to clause (vi of this subsection 2.2B, end on
         the last Business Day of a calendar month;

                  (v) no Interest Period with respect to any portion of the
         Tranche A Term Loans shall extend beyond the scheduled maturity date of
         the Tranche A Term Loans, no Interest Period with respect to any
         portion of the Tranche B Term Loans shall extend beyond the scheduled
         maturity date of the Tranche B Term Loans, no Interest Period with
         respect to any portion of the Canadian Term Loans shall extend beyond
         the scheduled maturity date of the Canadian Term Loans, no Interest
         Period with respect to any portion of the US Acquisition Loans shall
         extend beyond the scheduled maturity date of the US Acquisition Loans,
         no Interest Period with respect to any portion of the Canadian
         Acquisition Loans shall extend beyond the scheduled maturity date of
         the Canadian Acquisition Loans, and no Interest Period with respect to
         any portion of the Revolving Loans shall extend beyond the Revolving
         Loan Commitment Termination Date;
<PAGE>   79
                  (vi) no Interest Period with respect to any portion of the
         Tranche A Term Loans, Tranche B Term Loans, Canadian Term Loans, US
         Acquisition Loans or Canadian Acquisition Loans shall extend beyond a
         date on which the applicable Borrower is required to make a scheduled
         payment of principal of such Type of Loans, unless the sum of (a) the
         aggregate principal amount of such Type of Loans that are Base Rate
         Loans plus (b) the aggregate principal amount of such Type of Loans
         that are Eurodollar Rate Loans with Interest Periods expiring on or
         before such date equals or exceeds the principal amount required to be
         paid on such Type of Loans on such date;

                  (vii) no Interest Period with respect to any portion of the
         Revolving Loans shall extend beyond the date on which a permanent
         reduction of the Revolving Loan Commitments is scheduled to occur
         unless the sum of (a) the aggregate principal amount of Revolving Loans
         that are Base Rate Loans plus (b) the aggregate principal amount of
         Revolving Loans that are Eurodollar Rate Loans with Interest Periods
         expiring on or before such date plus (c) the excess of the Revolving
         Loan Commitments then in effect over the aggregate principal amount of
         Revolving Loans then outstanding equals or exceeds the permanent
         reduction of the Revolving Loan Commitments that is scheduled to occur
         on such date;

                  (viii) there shall be no more than nine Interest Periods
         outstanding at any time; and

                  (ix) in the event the applicable Borrower fails to specify an
         Interest Period for any Eurodollar Rate Loan in the applicable Notice
         of Borrowing or Notice of Conversion/Continuation, such Borrower shall
         be deemed to have selected an Interest Period of one month.

         C. INTEREST PAYMENTS. Subject to the provisions of subsection 2.2E,
interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity); provided that in the event any Revolving Loans that are Base Rate
Loans are prepaid pursuant to subsection 2.4B(i), interest accrued on such
Revolving Loans through the date of such prepayment shall be payable on the next
succeeding Interest Payment Date applicable to Base Rate Loans (or, if earlier,
at final maturity).
<PAGE>   80
         D. CONVERSION OR CONTINUATION. Subject to the provisions of subsection
2.6, the applicable Borrower shall have the option (i) to convert at any time
all or any part of its outstanding Term Loans or Acquisition Loans equal to
$1,000,000 and integral multiples of $100,000 in excess of that amount and
outstanding Revolving Loans equal to $100,000 and integral multiples of $100,000
in excess of that amount from Loans bearing interest at a rate determined by
reference to one basis to Loans bearing interest at a rate determined by
reference to an alternative basis or (ii) upon the expiration of any Interest
Period applicable to a Eurodollar Rate Loan, to continue all or any portion of
such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of
that amount (in the case of Term Loans and Acquisition Loans) or equal to
$100,000 and integral multiples of $100,000 in excess of that amount (in the
case of Revolving Loans) as a Eurodollar Rate Loan; provided, however, that a
Eurodollar Rate Loan may only be converted into a Base Rate Loan on the
expiration date of an Interest Period applicable thereto.

                  The applicable Borrower shall deliver a Notice of
Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (New
York City time) at least three Business Days in advance of the proposed
conversion date (in the case of a conversion to a Base Rate Loan) and at least
three Business Days in advance of the proposed conversion/continuation date (in
the case of a conversion to, or a continuation of, a Eurodollar Rate Loan).

                  A Notice of Conversion/Continuation shall specify (i) the
proposed conversion/continuation date (which shall be a Business Day), (ii) the
amount and type of the Loan to be converted/continued, (iii) the nature of the
proposed conversion/continuation, (iv) in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v)
in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan,
that no Event of Default has occurred and is continuing. In lieu of delivering
the above-described Notice of Conversion/Continuation, a Borrower may give
Administrative Agent telephonic notice by the required time of any proposed
conversion/continuation under this subsection 2.2D; provided that such notice
shall be promptly confirmed in writing by delivery of a Notice of
Conversion/Continuation to Administrative Agent on or before the proposed
conversion/continuation date. Upon receipt of written or telephonic notice of
any proposed conversion/continuation under this subsection 2.2D, Administrative
Agent shall promptly transmit such notice by telefacsimile or telephone to each
Lender.

                  Neither Administrative Agent nor any Lender shall incur any
liability to the Borrowers in acting upon any telephonic notice referred to
above that Administrative
<PAGE>   81
Agent believes in good faith to have been given by a duly authorized officer or
other person authorized to act on behalf of any Borrower or for otherwise acting
in good faith under this subsection 2.2D, and upon conversion or continuation of
the applicable basis for determining the interest rate with respect to any Loans
in accordance with this Agreement pursuant to any such telephonic notice the
Borrowers shall have effected a conversion or continuation, as the case may be,
hereunder.

                  Except as otherwise provided in subsections 2.6B, 2.6C and
2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of,
a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be
irrevocable on and after the related Interest Rate Determination Date, and the
applicable Borrower shall be bound to effect a conversion or continuation in
accordance therewith.

         E. DEFAULT RATE. Upon the occurrence and during the continuation of any
Event of Default, the outstanding principal amount of all Loans and, to the
extent permitted by applicable law, any interest payments thereon not paid when
due, and any fees and other amounts then due and payable hereunder, shall
thereafter bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable Insolvency Laws) payable upon
demand at a rate that is 2% per annum in excess of the interest rate otherwise
payable under this Agreement with respect to the applicable Loans (or, in the
case of any such fees and other amounts, at a rate which is 2% per annum in
excess of the interest rate otherwise payable under this Agreement for Base Rate
Loans); provided that, in the case of Eurodollar Rate Loans, upon the expiration
of the Interest Period in effect at the time any such increase in interest rate
is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans
and shall thereafter bear interest payable upon demand at a rate which is 2% per
annum in excess of the interest rate otherwise payable under this Agreement for
Base Rate Loans. Payment or acceptance of the increased rates of interest
provided for in this subsection 2.2E is not a permitted alternative to timely
payment and shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of Administrative Agent or any Lender.
The maximum rate of interest, including default interest, charged hereunder
shall not exceed the highest rate permitted by law.

         F. COMPUTATION OF INTEREST. Interest on the Loans shall be computed (i)
in the case of Base Rate Loans, on the basis of a 365-day or 366-day year, as
the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of
a 360-day year, in each case for the actual number of days elapsed in the period
during which it accrues. In computing interest on any Loan, the date of the
making of such Loan or the first day of an
<PAGE>   82
Interest Period applicable to such Loan or, with respect to a Base Rate Loan
being converted from a Eurodollar Rate Loan, the date of conversion of such
Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be
included, and the date of payment of such Loan or the expiration date of an
Interest Period applicable to such Loan or, with respect to a Base Rate Loan
being converted to a Eurodollar Rate Loan, the date of conversion of such Base
Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded;
provided that if a Loan is repaid on the same day on which it is made, one day's
interest shall be paid on that Loan.

         G. CANADIAN INTEREST PROVISIONS. For purposes of the Interest Act
(Canada) and disclosure thereunder, whenever interest to be paid under this
Agreement or any other Loan Document is to be calculated on the basis of a year
of 360 days, the yearly rate of interest to which the rate determined pursuant
to such calculation is equivalent is the rate so determined multiplied by the
actual number of days in the calendar year in which the same is to
be ascertained divided by 360.

2.3      FEES.

         A.       COMMITMENT FEES.

                  (i) Company agrees to pay to Administrative Agent, for
         distribution to each Revolving Lender in proportion to that Revolving
         Lender's Pro Rata Share, commitment fees for the period from and
         including the Effective Date to and excluding the Revolving Loan
         Commitment Termination Date equal to the average of the daily excess of
         the Revolving Loan Commitments over the sum of (i) the aggregate
         principal amount of outstanding Revolving Loans plus (ii) the Letter of
         Credit Usage multiplied by 1/2 of 1% per annum, such commitment fees to
         be calculated on the basis of a 360-day year and the actual number of
         days elapsed and to be payable quarterly in arrears on March 31, June
         30, September 30 and December 31 of each year, commencing on the first
         such date to occur after the Effective Date, and on the Revolving Loan
         Commitment Termination Date.

                  (ii) Company agrees to pay to Administrative Agent, for
         distribution to each Lender having US Acquisition Loan Exposure in
         proportion to that Lender's Pro Rata Share, commitment fees for the
         period from and including the Effective Date to and excluding the US
         Acquisition Loan Commitment Termination Date equal to the average of
         the daily excess of the US Acquisition Loan Commitments over the
         aggregate principal amount of outstanding US Acquisition Loans and
<PAGE>   83
         Canadian Acquisition Loans multiplied by either 3/4 of 1% per annum for
         each day on which the aggregate amount of outstanding Acquisition Loans
         is equal to or less than 50% of the aggregate amount of the US
         Acquisition Loan Commitments at such time or 1/2 of 1% per annum at all
         other times, such commitment fees to be calculated on the basis of a
         360-day year and the actual number of days elapsed and to be payable
         quarterly in arrears on March 31, June 30, September 30 and December 31
         of each year, commencing on the first such date to occur after the
         Effective Date, and on the US Acquisition Loan Commitment Termination
         Date.

         B. OTHER FEES. Company and the Canadian Borrower each agree to pay to
Administrative Agent such other fees in the amounts and at the times separately
agreed upon in writing among Company, the Canadian Borrower and Administrative
Agent, and all fees set forth in that certain letter agreement dated October 29,
1999, among Company and Administrative Agent (the "FEE LETTER"), and all fees
set forth in that certain letter agreement dated November 30, 1999, between
Company and Administrative Agent.

2.4      REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN ACQUISITION COMMITMENTS AND
         REVOLVING LOAN COMMITMENTS; GENERAL PROVISIONS REGARDING PAYMENTS;
         APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS UNDER GUARANTIES.

         A.       SCHEDULED PAYMENTS OF TERM LOANS AND ACQUISITION LOANS.

                  (i) Scheduled Payments of Tranche A Term Loans. Company shall
         make principal payments on the Tranche A Term Loans in installments on
         the dates and in the amounts set forth below:


                                       75
<PAGE>   84
<TABLE>
<CAPTION>
                  Date                                                Scheduled Repayment
                  ----                                              of Tranche A Term Loans
                                                                    -----------------------
<S>                                                                 <C>
                  February 29, 2000                                        $750,000
                  May 31, 2000                                             $750,000
                  August 31, 2000                                          $750,000
                  November 30, 2000                                        $750,000

                  February 28, 2001                                       $1,000,000
                  May 31, 2001                                            $1,000,000
                  August 31, 2001                                         $1,000,000
                  November 30, 2001                                       $1,000,000

                  February 28, 2002                                       $1,250,000
                  May 31, 2002                                            $1,250,000
                  August 31, 2002                                         $1,250,000
                  November 30, 2002                                       $1,250,000

                  February 28, 2003                                       $1,500,000
                  May 31, 2003                                            $1,500,000
                  August 31, 2003                                         $1,500,000
                  November 30, 2003                                       $1,500,000

                  February 29, 2004                                       $1,750,000
                  May 31, 2004                                            $1,750,000
                  August 31, 2004                                         $1,750,000
                  November 30, 2004                                       $1,750,000
</TABLE>

         ; provided that the scheduled installments of principal of the Tranche
         A Term Loans set forth above shall be reduced in connection with any
         voluntary or mandatory prepayments of the Tranche A Term Loans in
         accordance with subsection 2.4B(iv); and provided, further that the
         Tranche A Term Loans and all other amounts owed hereunder with respect
         to the Tranche A Term Loans shall be paid in full no later than the
         Tranche A Loan Maturity Date and the final installment payable by
         Company in respect of the Tranche A Term Loans on such date shall be in
         an amount, if such amount is different from that specified above,

                                       76
<PAGE>   85
         sufficient to repay all amounts owing by Company under this Agreement
         with respect to the Tranche A Term Loans.

                  (ii) Scheduled Payments of Tranche B Term Loans. Company shall
         make principal payments on the Tranche B Term Loans in installments on
         the dates and in the amounts set forth below:

<TABLE>
<CAPTION>
                  Date                                                Scheduled Repayment
                  ----                                              of Tranche B Term Loans
                                                                    -----------------------
<S>                                                                 <C>
                  February 29, 2000                                         $67,000
                  May 31, 2000                                              $67,000
                  August 31, 2000                                           $67,000
                  November 30, 2000                                         $67,000

                  February 28, 2001                                         $67,000
                  May 31, 2001                                              $67,000
                  August 31, 2001                                           $67,000
                  November 30, 2001                                         $67,000

                  February 28, 2002                                         $67,000
                  May 31, 2002                                              $67,000
                  August 31, 2002                                           $67,000
                  November 30, 2002                                         $67,000

                  February 28, 2003                                         $67,000
                  May 31, 2003                                              $67,000
                  August 31, 2003                                           $67,000
                  November 30, 2003                                         $67,000

                  February 29, 2004                                         $67,000
                  May 31, 2004                                              $67,000
                  August 31, 2004                                           $67,000
                  November 30, 2004                                         $67,000

                  February 28, 2005                                       $3,182,500
                  May 31, 2005                                            $3,182,500
                  August 31, 2005                                         $3,182,500
</TABLE>

                                       77
<PAGE>   86
<TABLE>
<CAPTION>
                  Date                                                Scheduled Repayment
                  ----                                              of Tranche B Term Loans
                                                                    -----------------------
<S>                                                                 <C>
                  November 30, 2005                                       $3,182,500

                  February 28, 2006                                       $3,182,500
                  May 31, 2006                                            $3,182,500
                  August 31, 2006                                         $3,182,500
                  November 30, 2006                                       $3,182,500
</TABLE>

         ; provided that the scheduled installments of principal of the Tranche
         B Term Loans set forth above shall be reduced in connection with any
         voluntary or mandatory prepayments of the Tranche B Term Loans in
         accordance with subsection 2.4B(iv); and provided, further that the
         Tranche B Term Loans and all other amounts owed hereunder with respect
         to the Tranche B Term Loans shall be paid in full no later than the
         Tranche B Loan Maturity Date and the final installment payable by
         Company in respect of the Tranche B Term Loans on such date shall be in
         an amount, if such amount is different from that specified above,
         sufficient to repay all amounts owing by Company under this Agreement
         with respect to the Tranche B Term Loans.

                  (iii) Scheduled Payments of Canadian Term Loans. The Canadian
         Borrower shall make principal payments on the Canadian Term Loans in
         installments on the dates and in the amounts set forth below:

<TABLE>
<CAPTION>
                  Date                                                             Scheduled Repayment
                  ----                                                           of Canadian Term Loans
                                                                                 ----------------------
<S>                                                                              <C>
                  February 29, 2000                                                     $140,000
                  May 31, 2000                                                          $140,000
                  August 31, 2000                                                       $140,000
                  November 30, 2000                                                     $140,000

                  February 28, 2001                                                     $140,000
                  May 31, 2001                                                          $140,000
                  August 31, 2001                                                       $140,000
                  November 30, 2001                                                     $140,000
</TABLE>

                                       78
<PAGE>   87
<TABLE>
<CAPTION>
                  Date                                                             Scheduled Repayment
                  ----                                                           of Canadian Term Loans
                                                                                 ----------------------
<S>                                                                              <C>
                  February 28, 2002                                                     $140,000
                  May 31, 2002                                                          $140,000
                  August 31, 2002                                                       $140,000
                  November 30, 2002                                                     $140,000

                  February 28, 2003                                                     $140,000
                  May 31, 2003                                                          $140,000
                  August 31, 2003                                                       $140,000
                  November 30, 2003                                                     $140,000

                  February 29, 2004                                                     $140,000
                  May 31, 2004                                                          $140,000
                  August 31, 2004                                                       $140,000
                  November 30, 2004                                                     $140,000
                  December 15, 2004                                                    $8,400,000
</TABLE>

         ; provided that the scheduled installments of principal of the Canadian
         Term Loans set forth above shall be reduced in connection with any
         voluntary or mandatory prepayments of the Canadian Term Loans in
         accordance with subsection 2.4B(iv); and provided, further that the
         Canadian Term Loans and all other amounts owed hereunder with respect
         to the Canadian Term Loans shall be paid in full no later than the
         Canadian Term Loan Maturity Date and the final installment payable by
         the Canadian Borrower in respect of the Canadian Term Loans on such
         date shall be in an amount, if such amount is different from that
         specified above, sufficient to repay all amounts owing by the Canadian
         Borrower under this Agreement with respect to the Canadian Term Loans.

                  (iv) Scheduled Payments of US Acquisition Loans. Company shall
         make principal payments on the US Acquisition Loans in installments on
         the dates set forth below. The aggregate amount of the scheduled
         installment of principal on the US Acquisition Loans due on each such
         date shall be an amount equal to the aggregate principal amount of US
         Acquisition Loans outstanding on the US Acquisition Loan Commitment
         Termination Date multiplied by the percentage set forth below opposite
         such date:

                                       79
<PAGE>   88
<TABLE>
<CAPTION>
                        Date                                           Scheduled Repayment
                        ----                                         of US Acquisition Loans
                                                                     -----------------------
<S>                                                                  <C>
                        February 28, 2002                                       2.50%
                        May 31, 2002                                            2.50%
                        August 31, 2002                                         2.50%
                        November 30, 2002                                       2.50%

                        February 28, 2003                                       3.75%
                        May 31, 2003                                            3.75%
                        August 31, 2003                                         3.75%
                        November 30, 2003                                       3.75%

                        February 29, 2004                                       5.00%
                        May 31, 2004                                            5.00%
                        August 31, 2004                                         5.00%
                        November 30, 2004                                       5.00%

                        February 28, 2005                                       6.25%
                        May 31, 2005                                            6.25%
                        August 31, 2005                                         6.25%
                        November 30, 2005                                       6.25%

                        February 28, 2006                                       7.50%
                        May 31, 2006                                            7.50%
                        August 31, 2006                                         7.50%
                        November 30, 2006                                       7.50%
</TABLE>

         ; provided that the scheduled installments of principal of the US
         Acquisition Loans set forth above shall be reduced in connection with
         any voluntary or mandatory prepayments of the US Acquisition Loans in
         accordance with subsection 2.4B(iv); and provided, further that the US
         Acquisition Loans and all other amounts owed hereunder with respect to
         the US Acquisition Loans shall be paid in full no later than the US
         Acquisition Loan Maturity Date, and the final installment payable by
         Company in respect of the US Acquisition Loans on such date shall be in
         an amount, if such amount is different from that specified above,

                                       80
<PAGE>   89
         sufficient to repay all amounts owing by Company under this Agreement
         with respect to the US Acquisition Loans.

                  (v) Scheduled Payments of Canadian Acquisition Loans. The
         Canadian Borrower shall make principal payments on the Canadian
         Acquisition Loans in installments on the dates set forth below. The
         aggregate amount of the scheduled installment of principal on the
         Canadian Acquisition Loans due on each such date shall be an amount
         equal to the aggregate principal amount of Canadian Acquisition Loans
         outstanding on the Canadian Acquisition Loan Commitment Termination
         Date multiplied by the percentage set forth below opposite such date:


<TABLE>
<CAPTION>
                        Date                                           Scheduled Repayment
                        ----                                      of Canadian Acquisition Loans
                                                                  -----------------------------
<S>                                                               <C>
                        February 28, 2002                                       1.25%
                        May 31, 2002                                            1.25%
                        August 31, 2002                                         1.25%
                        November 30, 2002                                       1.25%

                        February 28, 2003                                       1.25%
                        May 31, 2003                                            1.25%
                        August 31, 2003                                         1.25%
                        November 30, 2003                                       1.25%

                        February 29, 2004                                       1.25%
                        May 31, 2004                                            1.25%
                        August 31, 2004                                         1.25%
                        November 30, 2004                                       1.25%

                        February 28, 2005                                       1.25%
                        May 31, 2005                                            1.25%
                        August 31, 2005                                         1.25%
                        November 30, 2005                                       1.25%

                        February 28, 2006                                       1.25%
                        May 31, 2006                                            1.25%
                        August 31, 2006                                         1.25%
                        November 30, 2006                                      76.25%
</TABLE>

                                       81
<PAGE>   90
         ; provided that the scheduled installments of principal of the Canadian
         Acquisition Loans set forth above shall be reduced in connection with
         any voluntary or mandatory prepayments of the Canadian Acquisition
         Loans in accordance with subsection 2.4B(iv); and provided, further
         that the Canadian Acquisition Loans and all other amounts owed
         hereunder with respect to the Canadian Acquisition Loans shall be paid
         in full no later than the Canadian Acquisition Loan Maturity Date, and
         the final installment payable by the Canadian Borrower in respect of
         the Canadian Acquisition Loans on such date shall be in an amount, if
         such amount is different from that specified above, sufficient to repay
         all amounts owing by the Canadian Borrower under this Agreement with
         respect to the Canadian Acquisition Loans.

         B.       PREPAYMENTS AND REDUCTIONS IN ACQUISITION LOAN COMMITMENTS AND
                  REVOLVING LOAN COMMITMENTS.

                  (i) Voluntary Prepayments. The applicable Borrower may, upon
         not less than one Business Day's prior written or telephonic notice, in
         the case of Base Rate Loans, and three Business Days' prior written or
         telephonic notice, in the case of Eurodollar Rate Loans, in each case
         given to Administrative Agent by 12:00 Noon (New York City time) on the
         date required and, if given by telephone, promptly confirmed in writing
         to Administrative Agent (which original written or telephonic notice
         Administrative Agent will promptly transmit by telefacsimile or
         telephone to each Lender), at any time and from time to time prepay any
         Loans on any Business Day in whole or in part in an aggregate minimum
         amount of $500,000 and integral multiples of $100,000 in excess of that
         amount. Notice of prepayment having been given as aforesaid, the
         principal amount of the Loans specified in such notice shall become due
         and payable on the prepayment date specified therein. Any such
         voluntary prepayment shall be applied as specified in subsection
         2.4B(iv).

                  (ii) Voluntary Reductions of Acquisition Loan Commitments and
         Revolving Loan Commitments. The applicable Borrower may, upon not less
         than three Business Days' prior written or telephonic notice confirmed
         in writing to

                                       82
<PAGE>   91
         Administrative Agent (which original written or telephonic notice
         Administrative Agent will promptly transmit by telefacsimile or
         telephone to each Lender), at any time and from time to time terminate
         in whole or permanently reduce in part, without premium or penalty, the
         Revolving Loan Commitments in an amount up to the amount by which the
         Revolving Loan Commitments exceed the Total Utilization of Revolving
         Loan Commitments at the time of such proposed termination or reduction
         and/or the US Acquisition Loan Commitments in an amount up to the
         amount by which the US Acquisition Loan Commitments exceed the sum of
         the aggregate outstanding principal amount of US Acquisition Loans plus
         the aggregate outstanding principal amount of Canadian Acquisition
         Loans plus the US Acquisition Reserve plus the Canadian Acquisition
         Reserve at the time of such proposed termination or reduction; provided
         that any such partial reduction of the Revolving Loan Commitments or US
         Acquisition Loan Commitments shall be in an aggregate minimum amount of
         $1,000,000 and integral multiples of $100,000 in excess of that amount;
         and provided further that the US Acquisition Loan Commitments may not
         be reduced below the amount of the Canadian Acquisition Loan
         Commitments. The applicable Borrower's notice to Administrative Agent
         shall designate the date (which shall be a Business Day) of such
         termination or reduction and the amount of any partial reduction, and
         such termination or reduction of the Revolving Loan Commitments and/or
         US Acquisition Loan Commitments shall be effective on the date
         specified in such Borrower's notice and shall reduce the Revolving Loan
         Commitment or the US Acquisition Loan Commitment, as the case may be,
         of each Revolving Lender or each Lender having US Acquisition Loan
         Exposure, respectively, proportionately to its Pro Rata Share of such
         Commitment.

                  (iii) Mandatory Prepayments; Mandatory Reductions of
         Commitments; Mandatory Collateralization of Loans. The Loans shall be
         prepaid and/or the Commitments shall be permanently reduced and/or the
         Loans shall be collateralized in the amounts and under the
         circumstances set forth below, all such prepayments and/or reductions
         to be applied as set forth below or as more specifically provided in
         subsection 2.4B(iv):

                           (a) Prepayments and Reductions From Net Asset Sale
                  Proceeds. No later than the first Business Day following each
                  date that the amount of all Unapplied Net Asset Sales Proceeds
                  (excluding Net Asset Sale Proceeds resulting from sale and
                  lease-back transactions described in subsection 7.10A if the
                  lease entered into in connection therewith is a

                                       83
<PAGE>   92
                  Capital Lease) exceeds $50,000, Company shall prepay the Loans
                  and/or the Commitments shall be permanently reduced and/or the
                  Canadian Borrower shall collateralize the Loans in an
                  aggregate amount equal to the amount of such Unapplied Net
                  Asset Sale Proceeds.

                           (b) Prepayments and Reductions from Net Insurance/
                  Condemnation Proceeds. No later than the first Business Day
                  following the date of receipt by Administrative Agent or by
                  Company or any of its Subsidiaries of any Net Insurance/
                  Condemnation Proceeds that are required to be applied to
                  prepay the Loans and/or reduce the Commitments and/or
                  collateralize the Loans pursuant to the provisions of
                  subsection 6.4C, Company shall prepay the Loans and/or the
                  Commitments shall be permanently reduced and/or the Canadian
                  Borrower shall collateralize the Loans in an aggregate amount
                  equal to the amount of such Net Insurance/Condemnation
                  Proceeds.

                           (c) Prepayments and Reductions from Purchase Price
                  Adjustments. No later than the first Business Day following
                  the date of receipt by Holdings or any of its Subsidiaries of
                  any funds representing reductions to the purchase price paid
                  by Company or any of its Subsidiaries under any Acquisition
                  Agreement, or the receipt of funds from any escrow account
                  established pursuant to any Acquisition Agreement, Company
                  shall prepay the Loans and/or the Commitments shall be
                  permanently reduced and/or the Canadian Borrower shall
                  collateralize the Loans in an aggregate amount equal to the
                  amount of such funds.

                           (d) Prepayments and Reductions Due to Issuance of
                  Debt or Equity Securities. On the date of receipt by Holdings
                  or any of its Subsidiaries of any Net Securities Proceeds,
                  Company shall prepay the Loans and/or the Commitments shall be
                  permanently reduced and/or the Canadian Borrower shall
                  collateralize the Loans in an aggregate amount equal to the
                  amount of such Net Securities Proceeds.

                           (e) Prepayments and Reductions from Consolidated
                  Excess Cash Flow. In the event that there shall be
                  Consolidated Excess Cash Flow for any Fiscal Year (commencing
                  with the Fiscal Year ending December 31, 1999), Company shall,
                  no later than 90 days after the end of such Fiscal Year,
                  prepay the Loans and/or the Commitments shall be

                                       84
<PAGE>   93
                  permanently reduced and/or the Canadian Borrower shall
                  collateralize the Loans in an aggregate amount equal to 50% of
                  such Consolidated Excess Cash Flow.

                           (f) Prepayments Due to Reductions or Restrictions of
                  Revolving Loan Commitments. Company shall from time to time
                  prepay the Revolving Loans to the extent necessary so that the
                  Total Utilization of Revolving Loan Commitments shall not at
                  any time exceed the lesser of (x) the Revolving Loan
                  Commitments then in effect and (y) the Borrowing Base at such
                  time.

                           (g) Calculations of Net Proceeds Amounts; Additional
                  Prepayments and Reductions Based on Subsequent Calculations.
                  Concurrently with any prepayment of the Loans and/or reduction
                  of the Commitments and/or collateralization of the Loans
                  pursuant to subsections 2.4B(iii)(a)-(e), Company shall
                  deliver to Administrative Agent an Officers' Certificate
                  demonstrating the calculation of the amount (the "NET PROCEEDS
                  AMOUNT") of the applicable Net Asset Sale Proceeds or Net
                  Insurance/Condemnation Proceeds, or the purchase price
                  adjustments, or Net Securities Proceeds, or the applicable
                  Consolidated Excess Cash Flow, as the case may be, that gave
                  rise to such prepayment and/or reduction and/or
                  collateralization. In the event that Company shall
                  subsequently determine that the actual Net Proceeds Amount was
                  greater than the amount set forth in such Officers'
                  Certificate, Company shall promptly make an additional
                  prepayment of the Loans (and/or, if applicable, the
                  Commitments shall be permanently reduced and/or the Canadian
                  Borrower shall collateralize the Loans) in an amount equal to
                  the amount of such excess, and Company shall concurrently
                  therewith deliver to Administrative Agent an Officers'
                  Certificate demonstrating the derivation of the additional Net
                  Proceeds Amount resulting in such excess.

                  (iv) Application of Prepayments and Unscheduled Reductions of
         Commitments.

                           (a) Application of Voluntary Prepayments by Type of
                  Loans and Order of Maturity. Any voluntary prepayments
                  pursuant to subsection 2.4B(i) shall be applied as specified
                  by the applicable Borrower in the applicable notice of
                  prepayment; provided that if Company fails to specify the
                  Loans to which any such prepayment made by it shall be
                  applied, such

                                       85
<PAGE>   94
                  prepayment shall be applied first to repay outstanding
                  Revolving Loans to the full extent thereof, second to repay
                  outstanding Tranche A Term Loans to the full extent thereof,
                  third to repay outstanding Tranche B Term Loans to the full
                  extent thereof, and fourth to repay outstanding US Acquisition
                  Loans to the full extent thereof, and if the Canadian Borrower
                  fails to specify the Loans to which any such prepayment made
                  by it shall be applied, such prepayment shall be applied first
                  to repay outstanding Canadian Term Loans to the full extent
                  thereof, and second to repay outstanding Canadian Acquisition
                  Loans to the full extent thereof. Any voluntary prepayments of
                  the Tranche A Term Loans, Tranche B Term Loans, Canadian Term
                  Loans, US Acquisition Loans or Canadian Acquisition Loans
                  pursuant to subsection 2.4B(i) shall reduce the scheduled
                  installments of principal of such Type of Loans set forth in
                  subsections 2.4A(i), 2.4A(ii), 2.4A(iii), 2.4A(iv) or 2.4A(v),
                  respectively, in inverse order of maturity.

                           (b) Application of Mandatory Prepayments and
                  Collateralization by Type of Loans. Any amount (the "APPLIED
                  AMOUNT") required to be applied as a mandatory prepayment of
                  the Loans and/or a reduction of the Commitments and/or
                  collateralization of the Loans pursuant to subsections
                  2.4B(iii)(a)-(e) at any time on or before the US Acquisition
                  Loan Commitment Termination Date shall be applied first to
                  prepay the Tranche A Term Loans and the Tranche B Term Loans
                  to the full extent thereof, pro rata in proportion to the
                  principal amount thereof outstanding at the time of such
                  prepayment, second, to prepay the US Acquisition Loan to the
                  full extent thereof and to permanently reduce the US
                  Acquisition Loan Commitments by the amount of such prepayment,
                  third, to the extent of any remaining portion of the Applied
                  Amount, to further permanently reduce the US Acquisition Loan
                  Commitments to the full extent thereof, fourth, to the extent
                  of any remaining portion of the Applied Amount, to prepay the
                  Revolving Loans to the full extent thereof and to permanently
                  reduce the Revolving Loan Commitments by the amount of such
                  prepayment, fifth, to the extent of any remaining portion of
                  the Applied Amount, to further permanently reduce the
                  Revolving Loan Commitments to the full extent thereof, and
                  sixth, to provide collateral for the Obligations by depositing
                  additional amounts into the Investment Account as provided in
                  subsection 2.4B(iv)(e). Any Applied Amount required to be
                  applied as a mandatory prepayment of the Loans and/or a

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<PAGE>   95
                  reduction of the Commitments and/or the collateralization of
                  the Loans pursuant to subsections 2.4B(iii)(a)-(e) at any time
                  after the US Acquisition Loan Commitment Termination Date
                  shall be applied first to prepay the Tranche A Term Loans,
                  Tranche B Term Loans and US Acquisition Loans to the full
                  extent thereof, pro rata in proportion to the principal amount
                  thereof outstanding at the time of such prepayment, second, to
                  the extent of any remaining portion of the Applied Amount, to
                  prepay the Revolving Loans to the full extent thereof and to
                  permanently reduce the Revolving Loan Commitments by the
                  amount of such prepayment, third, to the extent of any
                  remaining portion of the Applied Amount, to further
                  permanently reduce the Revolving Loan Commitments to the full
                  extent thereof, and fourth, to provide collateral for the
                  Obligations by depositing additional amounts into the
                  Investment Account as provided in subsection 2.4B(iv)(e).

                           (c) Application of Mandatory Prepayments of Term
                  Loans and Acquisition Loans to the Scheduled Installments of
                  Principal Thereof.

                                    (1) [intentionally omitted]

                                    (2) Any mandatory prepayments applied to the
                           Tranche A Term Loans, Tranche B Term Loans, or the US
                           Acquisition Loans pursuant to subsection 2.4B(iii)
                           shall be applied to reduce the scheduled installments
                           of principal of the Tranche A Term Loans, Tranche B
                           Term Loans, or the US Acquisition Loans, as the case
                           may be, set forth in subsection 2.4A(i), 2.4A(ii), or
                           2.4A(iv) respectively, in inverse order of maturity.

                           (d) Application of Prepayments to Base Rate Loans and
                  Eurodollar Rate Loans. Considering Tranche A Term Loans,
                  Tranche B Term Loans, US Acquisition Loans, Canadian
                  Acquisition Loans, Canadian Term Loans and Revolving Loans
                  being prepaid separately, any prepayment thereof shall be
                  applied first to Base Rate Loans to the full extent thereof
                  before application to Eurodollar Rate Loans, in each case in a
                  manner which minimizes the amount of any payments required to
                  be made by the applicable Borrower pursuant to subsection
                  2.6D.

                           (e) Collateralization of the Obligations. With
                  respect to the Investment Account referred to in subsection
                  2.4B(iv)(b) above, at least

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<PAGE>   96
                  five Business Days prior to the date upon which the Canadian
                  Borrower is required to deposit any funds into the Investment
                  Account, the Canadian Borrower shall be required to open and
                  maintain with a financial institution satisfactory to
                  Administrative Agent (subject to clause (i) below) an
                  investment account (the "INVESTMENT ACCOUNT"). Pursuant to
                  subsection 2.4B(iv)(b), the Canadian Borrower will be
                  required, from time to time, to deposit in such Investment
                  Account Applied Amounts that may not, at the applicable time
                  of reference, be applied to repayment of the Loans or
                  reductions in the Commitments. The Investment Account shall be
                  pledged to Administrative Agent, for the benefit of Lenders,
                  as Collateral for the Obligations and Administrative Agent and
                  Lenders shall at all times have a perfected, First Priority
                  Lien in the Investment Account (including, without limitation
                  the Cash, cash equivalents or other securities which are
                  maintained therein). The Canadian Borrower shall, and shall
                  require the financial institution at which the Investment
                  Account is maintained to, enter into such documents and
                  instruments which are necessary in order to assure
                  Administrative Agent and Lenders such perfected First Priority
                  Lien in the Investment Account. It is understood and agreed
                  that (i) the Investment Account shall be held by a financial
                  institution that is not related or otherwise affiliated and is
                  considered to deal at arms-length with Administrative Agent
                  and Lenders for purposes of the Income Tax Act of Canada, (ii)
                  so long as no Event of Default has occurred and is continuing,
                  the Canadian Borrower may, or may direct the financial
                  institution at which such account is maintained, to make
                  Qualified Investments with the cash or securities in the
                  Investment Account, (iii) the Investment Account shall be in
                  the name of the Canadian Borrower and shall be maintained by
                  the Canadian Borrower, and all earnings in respect of the
                  Qualified Investments maintained in the Investment Account
                  shall be for the account of the Canadian Borrower, and (iv) so
                  long as no Event of Default has occurred and is continuing,
                  the Canadian Borrower may withdraw earnings in respect of the
                  Investment Account from such Investment Account. Upon payment
                  in full of the Loans and termination of the Canadian
                  Acquisition Loan Commitments, the Investment Account will no
                  longer be required to be maintained by the Canadian Borrower
                  and pledged to Administrative Agent as Collateral. Upon the
                  earlier of (x) the date that is five years and one day after
                  the date on which the last Canadian Acquisition Loans and
                  Canadian Term Loans were made and (y) the date the maturity of
                  the Canadian Acquisition

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<PAGE>   97
                  Loans and Canadian Term Loans is accelerated pursuant to
                  Section 8, all Collateral held in the Investment Account may
                  be applied by the Administrative Agent in accordance with
                  subsection 2.4D(i). Any such repayments of Canadian
                  Acquisition Loans or Canadian Term Loans shall be applied to
                  reduce the scheduled installments thereof set forth in
                  subsections 2.4A(iii) or 2.4A(v), respectively, in inverse
                  order of maturity.

         C.       GENERAL PROVISIONS REGARDING PAYMENTS.

                  (i) Manner and Time of Payment. All payments by Borrowers of
         principal, interest, fees and other Obligations hereunder and under the
         Notes shall be made in Dollars in same day funds, without defense,
         setoff or counterclaim, free of any restriction or condition, and
         delivered to Administrative Agent not later than 12:00 Noon (New York
         City time) on the date due at the Funding and Payment Office for the
         account of the Lenders; funds received by Administrative Agent after
         that time on such due date shall be deemed to have been paid by the
         applicable Borrower on the next succeeding Business Day. Each Borrower
         hereby authorizes Administrative Agent to charge its accounts with
         Administrative Agent in order to cause timely payment to be made to
         Administrative Agent of all principal, interest, fees and expenses due
         hereunder (subject to sufficient funds being available in its accounts
         for that purpose).

                  (ii) Application of Payments to Principal and Interest. Except
         as provided in subsection 2.2C, all payments in respect of the
         principal amount of any Loan shall include payment of accrued interest
         on the principal amount being repaid or prepaid, and all such payments
         shall be applied to the payment of interest before application to
         principal.

                  (iii) Apportionment of Payments. Aggregate principal and
         interest payments in respect of Term Loans, Acquisition Loans and
         Revolving Loans shall be apportioned among all outstanding Loans to
         which such payments relate, in each case proportionately to Lenders'
         respective Pro Rata Shares. Administrative Agent shall promptly
         distribute to each Lender, at its primary address set forth below its
         name on the appropriate signature page hereof or at such other address
         as such Lender may request, its Pro Rata Share of all such payments
         received by Administrative Agent and the commitment fees of such Lender
         when received by Administrative Agent pursuant to subsection 2.3.
         Notwithstanding the foregoing provisions of this subsection 2.4C(iii),
         if, pursuant to the provisions of subsection 2.6C, any Notice of
         Conversion/Continuation is withdrawn as to any Affected

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<PAGE>   98
         Lender or if any Affected Lender makes Base Rate Loans in lieu of its
         Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall
         give effect thereto in apportioning payments received thereafter.

                  (iv) Payments on Business Days. Whenever any payment to be
         made hereunder shall be stated to be due on a day that is not a
         Business Day, such payment shall be made on the next succeeding
         Business Day and such extension of time shall be included in the
         computation of the payment of interest hereunder or of the commitment
         fees hereunder, as the case may be.

                  (v) Notation of Payment. Each Lender agrees that before
         disposing of any Note held by it, or any part thereof (other than by
         granting participations therein), that Lender will make a notation
         thereon of all Loans evidenced by that Note and all principal payments
         previously made thereon and of the date to which interest thereon has
         been paid; provided that the failure to make (or any error in the
         making of) a notation of any Loan made under such Note shall not limit
         or otherwise affect the obligations of the applicable Borrower
         hereunder or under such Note with respect to any Loan or any payments
         of principal or interest on such Note.

                  (vi) Currency of payments. All amounts payable under this
         Agreement shall be paid in Dollars.

         D.       APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS UNDER
GUARANTIES.

                  (i) Application of Proceeds of Collateral. Except as provided
         in subsection 2.4B(iii)(a) with respect to prepayments from Net Asset
         Sale Proceeds, all proceeds received by Administrative Agent in respect
         of any sale of, collection from, or other realization upon all or any
         part of the Collateral under any Collateral Document shall be held by
         Administrative Agent as Collateral for and, promptly after any Secured
         Obligations (as defined in such Collateral Document) become due and
         payable or, in the case of contingent reimbursement obligations in
         respect of Letters of Credit, draws under such Letters of Credit have
         been honored, applied by Administrative Agent against, the applicable
         Secured Obligations (as defined in such Collateral Document) in the
         following order of priority:

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<PAGE>   99
                           (a) To the payment of all costs and expenses of such
                  sale, collection or other realization, including reasonable
                  compensation to Administrative Agent and its agents and
                  counsel, and all other expenses, liabilities and advances made
                  or incurred by Administrative Agent in connection therewith,
                  and all amounts for which Administrative Agent is entitled to
                  indemnification under such Collateral Document and all
                  advances made by Administrative Agent thereunder for the
                  account of the applicable Loan Party, and to the payment of
                  all costs and expenses paid or incurred by Administrative
                  Agent in connection with the exercise of any right or remedy
                  under such Collateral Document, all in accordance with the
                  terms of this Agreement and such Collateral Document;

                           (b) thereafter, to the extent of any excess such
                  proceeds, to the payment of all other such Secured Obligations
                  for the ratable benefit of the holders thereof; and

                           (c) thereafter, to the extent of any excess such
                  proceeds, to the payment to or upon the order of such Loan
                  Party or to whosoever may be lawfully entitled to receive the
                  same or as a court of competent jurisdiction may direct.

                  (ii) Application of Payments Under Guaranties. All payments
         received by Administrative Agent under any Guaranty shall be applied
         promptly from time to time by Administrative Agent in the following
         order of priority:

                           (a) To the payment of the costs and expenses of any
                  collection or other realization under such Guaranty, including
                  reasonable compensation to Administrative Agent and its agents
                  and counsel, and all expenses, liabilities and advances made
                  or incurred by Administrative Agent in connection therewith,
                  all in accordance with the terms of this Agreement and such
                  Guaranty;

                           (b) thereafter, to the extent of any excess such
                  payments, to the payment of all other Guarantied Obligations
                  (as defined in such Guaranty) for the ratable benefit of the
                  holders thereof; and

                           (c) thereafter, to the extent of any excess such
                  payments, to the payment to the applicable Guarantor or to
                  whosoever may be lawfully

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<PAGE>   100
                  entitled to receive the same or as a court of competent
                  jurisdiction may direct.

         E. LIMITATION ON MANDATORY PREPAYMENTS OF CANADIAN ACQUISITION LOANS
AND CANADIAN TERM LOANS. Notwithstanding anything to the contrary contained in
this Agreement or any other Loan Document, in no event (other than the
acceleration of any of the Obligations upon the occurrence of an Event of
Default) shall the Canadian Borrower be obligated to amortize or pay directly or
indirectly any amounts that, when added to previous amounts paid in respect of
principal on the Canadian Acquisition Loans or Canadian Term Loans, exceed 24.9%
of the principal amount of such Canadian Acquisition Loans or Canadian Term
Loans, respectively, before the date that is one day after the fifth anniversary
of (i) the date such Canadian Acquisition Loans are made or (ii) the Effective
Date for the Canadian Term Loans.

         F. NON-PRO RATA PREPAYMENT ON THE EFFECTIVE DATE. Anything contained
herein or in the other Loan Documents to the contrary notwithstanding, the
parties hereto agree that the prepayment of a portion of the Existing Loans and
accrued interest thereon and other amounts owed in respect of the Existing
Credit Agreement on the Effective Date pursuant to subsection 4.1J shall not be
distributed in proportion to the Lenders' respective Pro Rata Shares thereof (as
would otherwise be required pursuant to subsection 2.4C(iii)) but shall instead
shall be distributed to the Existing Lenders, in proportion to each such
Existing Lender's pro rata share (as such term is defined in the Existing Credit
Agreement) as in effect immediately before the effectiveness of this Agreement
and before the effectiveness of the Master Assignment Agreement.

2.5      USE OF PROCEEDS.

         A. TRANCHE A TERM LOANS AND TRANCHE B TERM LOANS. The proceeds of the
Tranche A Term Loans and the portion of the Tranche B Term Loans that were
converted from Existing Loans into Tranche A Term Loans and Tranche B Term Loans
hereunder were applied as set forth in the Existing Credit Agreement. The
proceeds of the Tranche B Term Loans made hereunder on the Effective Date shall
be used to pay accrued and unpaid interest and fees on the Effective Date and
for general corporate purposes.

         B. CANADIAN TERM LOANS. The proceeds of the Canadian Term Loans that
were converted from Existing Loans into Canadian Term Loans hereunder were
applied as set forth in the Existing Credit Agreement.

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<PAGE>   101
         C. US ACQUISITION LOANS. The proceeds of the US Acquisition Loans shall
be used to pay (i) purchase consideration (including, without limitation,
amounts escrowed) for Permitted Acquisitions payable on the consummation
thereof, (ii) transaction costs incurred in connection therewith, and (iii)
amounts owed in respect of Permitted Contingent Acquisition Obligations and
Permitted Acquisition Indebtedness to the extent that availability of the US
Acquisition Loan Commitments was reserved for payment of such Permitted
Contingent Acquisition Obligations and Permitted Acquisition Indebtedness in
accordance with subsection 2.1A(iv); provided, that payments pursuant to clauses
(i) and (ii) may be only made during the eighteen (18) month period following
the Effective Date.

         D. CANADIAN ACQUISITION LOANS. The proceeds of the Canadian Acquisition
Loans shall be used to pay (i) purchase consideration for Permitted Acquisitions
by the Canadian Borrower payable on the consummation thereof, (ii) transaction
costs incurred in connection therewith, and (iii) amounts owed in respect of
Permitted Contingent Acquisition Obligations and any Permitted Acquisition
Indebtedness to the extent that availability of the Canadian Acquisition Loan
Commitments was reserved for payment of such Permitted Contingent Acquisition
Obligations and Permitted Acquisition Indebtedness in accordance with subsection
2.1A(v); provided, that payments pursuant to clauses (i) and (ii) may be only
made during the eighteen (18) month period following the Effective Date.

         E. REVOLVING LOANS. The proceeds of any Revolving Loans shall be
applied by Company for general corporate purposes, which may include the making
of intercompany loans to any of Company's wholly-owned Subsidiaries, in
accordance with subsection 7.1(iv), for their own general corporate purposes.

         F. MARGIN REGULATIONS. No portion of the proceeds of any borrowing
under this Agreement shall be used by any Borrowers or any of its Subsidiaries
in any manner that might cause the borrowing or the application of such proceeds
to violate Regulation U, Regulation T or Regulation X of the Board of Governors
of the Federal Reserve System or any other regulation of such Board or to
violate the Exchange Act, in each case as in effect on the date or dates of such
borrowing and such use of proceeds.

2.6      SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS.

                  Notwithstanding any other provision of this Agreement to the
contrary, the following provisions shall govern with respect to Eurodollar Rate
Loans as to the matters covered:

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<PAGE>   102
         A. DETERMINATION OF APPLICABLE INTEREST RATE. As soon as practicable
after 10:00 A.M. (New York City time) on each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) the interest rate that
shall apply to the Eurodollar Rate Loans for which an interest rate is then
being determined for the applicable Interest Period and shall promptly give
notice thereof (in writing or by telephone confirmed in writing) to Company and
each Lender.

         B. INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the event that
Administrative Agent shall have determined (which determination shall be final
and conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date with respect to any Eurodollar Rate Loans, that by reason of
circumstances affecting the interbank Eurodollar market adequate and fair means
do not exist for ascertaining the interest rate applicable to such Loans on the
basis provided for in the definition of Adjusted Eurodollar Rate, Administrative
Agent shall on such date give notice (by telefacsimile or by telephone confirmed
in writing) to Borrowers and each Lender of such determination, whereupon (i) no
Loans may be made as, or converted to, Eurodollar Rate Loans until such time as
Administrative Agent notifies Borrowers and Lenders that the circumstances
giving rise to such notice no longer exist and (ii) any Notice of Borrowing or
Notice of Conversion/Continuation given by any Borrower with respect to the
Loans in respect of which such determination was made shall be deemed to be
rescinded by the applicable Borrower.

         C. ILLEGALITY OR IMPRACTICABILITY OF EURODOLLAR RATE LOANS. In the
event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto but shall be
made only after consultation with Company and Administrative Agent) that the
making, maintaining or continuation of its Eurodollar Rate Loans (i) has become
unlawful as a result of compliance by such Lender in good faith with any law,
treaty, governmental rule, regulation, guideline or order (or would conflict
with any such treaty, governmental rule, regulation, guideline or order not
having the force of law even though the failure to comply therewith would not be
unlawful) or (ii) has become impracticable, or would cause such Lender material
hardship, as a result of contingencies occurring after the date of this
Agreement which materially and adversely affect the interbank Eurodollar market
or the position of such Lender in that market, then, and in any such event, such
Lender shall be an "AFFECTED LENDER" and it shall on that day give notice (by
telefacsimile or by telephone confirmed in writing) to Borrowers and
Administrative Agent of such determination (which notice Administrative Agent
shall promptly transmit to each other

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Lender). Thereafter (a) the obligation of the Affected Lender to make Loans as,
or to convert Loans to, Eurodollar Rate Loans shall be suspended until such
notice shall be withdrawn by the Affected Lender, (b) to the extent such
determination by the Affected Lender relates to a Eurodollar Rate Loan then
being requested by any Borrower pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, the Affected Lender shall make such Loan as (or convert
such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender's
obligation to maintain its outstanding Eurodollar Rate Loans (the "AFFECTED
LOANS") shall be terminated at the earlier to occur of the expiration of the
Interest Period then in effect with respect to the Affected Loans or when
required by law, and (d) the Affected Loans shall automatically convert into
Base Rate Loans on the date of such termination. Notwithstanding the foregoing,
to the extent a determination by an Affected Lender as described above relates
to a Eurodollar Rate Loan then being requested by any Borrower pursuant to a
Notice of Borrowing or a Notice of Conversion/Continuation, such Borrower shall
have the option, subject to the provisions of subsection 2.6D, to rescind such
Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by
giving notice (by telefacsimile or by telephone confirmed in writing) to
Administrative Agent of such rescission on the date on which the Affected Lender
gives notice of its determination as described above (which notice of rescission
Administrative Agent shall promptly transmit to each other Lender). Except as
provided in the immediately preceding sentence, nothing in this subsection 2.6C
shall affect the obligation of any Lender other than an Affected Lender to make
or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in
accordance with the terms of this Agreement.

         D. COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST PERIODS.
Borrowers shall compensate each Lender, upon written request by that Lender
(which request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including, without limitation, any
interest paid by that Lender to lenders of funds borrowed by it to make or carry
its Eurodollar Rate Loans and any loss, expense or liability sustained by that
Lender in connection with the liquidation or re-employment of such funds) which
that Lender may sustain: (i) if for any reason (other than a default by that
Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date
specified therefor in a Notice of Borrowing or a telephonic request for
borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does
not occur on a date specified therefor in a Notice of Conversion/Continuation or
a telephonic request for conversion or continuation, (ii) if any prepayment
(including without limitation any prepayment pursuant to subsection 2.4B(i)) or
other principal payment or any conversion of any of its Eurodollar Rate Loans
occurs on a date prior to the last day

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of an Interest Period applicable to that Loan, (iii) if any prepayment of any of
its Eurodollar Rate Loans is not made on any date specified in a notice of
prepayment given by any Borrower, or (iv) as a consequence of any other default
by any Borrower in the repayment of its Eurodollar Rate Loans when required by
the terms of this Agreement.

         E. BOOKING OF EURODOLLAR RATE LOANS. Any Lender may make, carry or
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of that Lender.

         F. ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR RATE LOANS. Calculation
of all amounts payable to a Lender under this subsection 2.6 and under
subsection 2.7A shall be made as though that Lender had actually funded each of
its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of that
Lender to a domestic office of that Lender in the United States of America;
provided, however, that each Lender may fund each of its Eurodollar Rate Loans
in any manner it sees fit and the foregoing assumptions shall be utilized only
for the purposes of calculating amounts payable under this subsection 2.6 and
under subsection 2.7A.

         G. EURODOLLAR RATE LOANS AFTER DEFAULT. After the occurrence of and
during the continuation of an Event of Default, (i) Borrowers may not elect to
have a Loan be made or maintained as, or converted to, a Eurodollar Rate Loan
after the expiration of any Interest Period then in effect for that Loan and
(ii) subject to the provisions of subsection 2.6D, any Notice of Borrowing or
Notice of Conversion/Continuation given by any Borrower with respect to a
requested borrowing or conversion/continuation that has not yet occurred shall
be deemed to be rescinded by such Borrower.

2.7      INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

         A. COMPENSATION FOR INCREASED COSTS AND TAXES. Subject to the
provisions of subsection 2.7B (which shall be controlling with respect to the
matters covered thereby), in the event that any Lender shall determine (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto) that any law, treaty or governmental rule, regulation
or order, or any change therein or in the interpretation, administration or
application thereof (including the introduction of any

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<PAGE>   105
new law, treaty or governmental rule, regulation or order), or any determination
of a court or governmental authority, in each case that becomes effective after
the date hereof, or compliance by such Lender with any guideline, request or
directive issued or made after the date hereof by any central bank or other
governmental or quasi-governmental authority (whether or not having the force of
law):

                  (i) subjects such Lender (or its applicable lending office) to
         any additional Tax (other than any Tax on the overall net income of
         such Lender) with respect to this Agreement or any of its obligations
         hereunder or any payments to such Lender (or its applicable lending
         office) of principal, interest, fees or any other amount payable
         hereunder;

                  (ii) imposes, modifies or holds applicable any reserve
         (including without limitation any marginal, emergency, supplemental,
         special or other reserve), special deposit, compulsory loan, FDIC
         insurance or similar requirement against assets held by, or deposits or
         other liabilities in or for the account of, or advances or loans by, or
         other credit extended by, or any other acquisition of funds by, any
         office of such Lender (other than any such reserve or other
         requirements with respect to Eurodollar Rate Loans that are reflected
         in the definition of Adjusted Eurodollar Rate); or

                  (iii) imposes any other condition (other than with respect to
         a Tax matter) on or affecting such Lender (or its applicable lending
         office) or its obligations hereunder or the interbank Eurodollar
         market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining Loans hereunder or to reduce any amount
received or receivable by such Lender (or its applicable lending office) with
respect thereto; then, in any such case, the applicable Borrower shall promptly
pay to such Lender, upon receipt of the statement referred to in the next
sentence, such additional amount or amounts (in the form of an increased rate
of, or a different method of calculating, interest or otherwise as such Lender
in its reasonable discretion shall determine) as may be necessary to compensate
such Lender for any such increased cost or reduction in amounts received or
receivable hereunder; provided that the Borrowers shall not be required to
compensate a Lender pursuant to this subsection for any increased cost or
reduction incurred more than six months prior to the date that such Lender
notifies any Borrower of such change giving rise to such increased cost or
reduction and of such Lender's intention to claim compensation therefor;
provided further that, if such change giving rise to such increased cost or
reduction is retroactive, then the six months period referred to above shall be

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extended to include the period of retroactive effect thereof. Such Lender shall
deliver to the applicable Borrower (with a copy to Administrative Agent) a
written statement, setting forth in reasonable detail the basis for calculating
the additional amounts owed to such Lender under this subsection 2.7A, which
statement shall be conclusive and binding upon all parties hereto absent
manifest error.

         B.       WITHHOLDING OF TAXES.

                  (i) Payments to Be Free and Clear. All sums payable by each
         Borrower under this Agreement and the other Loan Documents shall
         (except to the extent required by law) be paid free and clear of, and
         without any deduction or withholding on account of, any Tax (other than
         a Tax on the overall net income of any Lender) imposed, levied,
         collected, withheld or assessed by or within the United States of
         America or Canada or any political subdivision in or of the United
         States of America or Canada or any other jurisdiction from or to which
         a payment is made by or on behalf of any Borrower or by any federation
         or organization of which the United States of America or Canada or any
         such jurisdiction is a member at the time of payment.

                  (ii) Grossing-up of Payments. If any Borrower or any other
         Person is required by law to make any deduction or withholding on
         account of any such Tax from any sum paid or payable by such Borrower
         to Administrative Agent or any Lender under any of the Loan Documents:

                           (a) such Borrower shall notify Administrative Agent
                  of any such requirement or any change in any such requirement
                  as soon as such Borrower becomes aware of it;

                           (b) such Borrower shall pay any such Tax before the
                  date on which penalties attach thereto, such payment to be
                  made (if the liability to pay is imposed on such Borrower) for
                  its own account or (if that liability is imposed on
                  Administrative Agent or such Lender, as the case may be) on
                  behalf of and in the name of Administrative Agent or such
                  Lender;

                           (c) the sum payable by such Borrower in respect of
                  which the relevant deduction, withholding or payment is
                  required shall be increased to the extent necessary to ensure
                  that, after the making of that deduction, withholding or
                  payment, Administrative Agent or such Lender, as the case may
                  be, receives on the due date a net sum equal to what it would
                  have

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                  received had no such deduction, withholding or payment been
                  required or made; and

                           (d) within 30 days after paying any sum from which it
                  is required by law to make any deduction or withholding, and
                  within 30 days after the due date of payment of any Tax which
                  it is required by clause (b) above to pay, such Borrower shall
                  deliver to Administrative Agent evidence satisfactory to the
                  other affected parties of such deduction, withholding or
                  payment and of the remittance thereof to the relevant taxing
                  or other authority;

         provided that no such additional amount shall be required to be paid to
         any Lender under clause (c) above except to the extent that (x) such
         amount is in respect of any deduction, withholding or payment under the
         laws of Canada or any subdivision thereof, or (y) any change after the
         date hereof (in the case of each Lender listed on the signature pages
         hereof) or after the date of the Assignment Agreement pursuant to which
         such Lender became a Lender (in the case of each other Lender) in any
         such requirement for a deduction, withholding or payment as is
         mentioned therein shall result in an increase in the rate of such
         deduction, withholding or payment from that in effect at the date of
         this Agreement or at the date of such Assignment Agreement, as the case
         may be, in respect of payments to such Lender.

                  (iii)    Evidence of Exemption from U.S. Withholding Tax.

                           (a) Each Lender that is organized under the laws of
                  any jurisdiction other than the United States or any state or
                  other political subdivision thereof, (for purposes of this
                  subsection 2.7B(iii), a "NON-U.S. LENDER") shall deliver to
                  Administrative Agent for transmission to Company, on or prior
                  to the Effective Date (in the case of each Lender listed on
                  the signature pages hereof) or on or prior to the date of the
                  Assignment Agreement pursuant to which it becomes a Lender (in
                  the case of each other Lender), and at such other times as may
                  be necessary in the determination of Company or Administrative
                  Agent (each in the reasonable exercise of its discretion), (1)
                  two original copies of Internal Revenue Service Form 1001 or
                  4224 (or any successor forms), properly completed and duly
                  executed by such Lender, together with any other certificate
                  or statement of exemption required under the Internal Revenue
                  Code or the regulations issued thereunder to establish that
                  such Lender is

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                  not subject to deduction or withholding of United States
                  federal income tax with respect to any payments to such Lender
                  of principal, interest, fees or other amounts payable under
                  any of the Loan Documents or (2) if such Lender is not a
                  "bank" or other Person described in Section 881(c)(3) of the
                  Internal Revenue Code and cannot deliver either Internal
                  Revenue Service Form 1001 or 4224 pursuant to clause (1)
                  above, a certification that such Lender is not a "bank" or
                  other Person described in Section 881(c)(3) of the Internal
                  Revenue Code together with two original copies of Internal
                  Revenue Service Form W-8 (or any successor form), properly
                  completed and duly executed by such Lender, together with any
                  other certificate or statement of exemption required under the
                  Internal Revenue Code or the regulations issued thereunder to
                  establish that such Lender is not subject to deduction or
                  withholding of United States federal income tax with respect
                  to any payments to such Lender of interest payable under any
                  of the Loan Documents.

                           (b) Each Lender required to deliver any forms,
                  certificates or other evidence with respect to United States
                  federal income tax withholding matters pursuant to subsection
                  2.7B(iii)(a) hereby agrees, from time to time after the
                  initial delivery by such Lender of such forms, certificates or
                  other evidence, whenever a lapse in time or change in
                  circumstances renders such forms, certificates or other
                  evidence obsolete or inaccurate in any material respect, that
                  such Lender shall promptly (1) deliver to Administrative Agent
                  for transmission to Company two new original copies of
                  Internal Revenue Service Form 1001 or 4224, or a certification
                  that such Lender is not a "bank" or other Person described in
                  Section 881(c)(3) of the Internal Revenue Code and two
                  original copies of Internal Revenue Service Form W-8, as the
                  case may be, properly completed and duly executed by such
                  Lender, together with any other certificate or statement of
                  exemption required in order to confirm or establish that such
                  Lender is not subject to deduction or withholding of United
                  States federal income tax with respect to payments to such
                  Lender under the Loan Documents or (2) notify Administrative
                  Agent and Company of its inability to deliver any such forms,
                  certificates or other evidence.

                           (c) Borrowers shall not be required to pay any
                  additional amount to any Non-U.S. Lender under clause (c) of
                  subsection 2.7B(ii) if

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                  such Lender shall have failed to satisfy the requirements of
                  clause (a) or (b)(1) of this subsection 2.7B(iii); provided
                  that if such Lender shall have satisfied the requirements of
                  subsection 2.7B(iii)(a) on the Effective Date (in the case of
                  each Lender listed on the signature pages hereof) or on the
                  date of the Assignment Agreement pursuant to which it became a
                  Lender (in the case of each other Lender), nothing in this
                  subsection 2.7B(iii)(c) shall relieve any Borrower of its
                  obligation to pay any additional amounts pursuant to clause
                  (c) of subsection 2.7B(ii) in the event that, as a result of
                  any change in any applicable law, treaty or governmental rule,
                  regulation or order, or any change in the interpretation,
                  administration or application thereof, such Lender is no
                  longer properly entitled to deliver forms, certificates or
                  other evidence at a subsequent date establishing the fact that
                  such Lender is not subject to withholding as described in
                  subsection 2.7B(iii)(a).

         C. CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have determined
that the adoption, effectiveness, phase-in or applicability after the date
hereof of any law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender (or its applicable lending office) with any guideline, request or
directive regarding capital adequacy (whether or not having the force of law) of
any such governmental authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on the capital of such Lender or
any corporation controlling such Lender as a consequence of, or with reference
to, such Lender's Loans or Commitments or Letters of Credit or participations
therein or other obligations hereunder with respect to the Loans or the Letters
of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within five Business Days after receipt by the
applicable Borrower from such Lender of the statement referred to in the next
sentence, such Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such controlling corporation on an
after-tax basis for such reduction; provided that the Borrowers shall not be
required to compensate a Lender pursuant to this subsection for any reduction
incurred more than six months prior to the date that such Lender notifies any
Borrower of such change giving rise to such reduction and of such Lender's
intention to claim compensation therefor; provided further that, if such change
giving rise to such

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reduction is retroactive, then the six month period referred to above shall be
extended to include the period of retroactive effect thereof. Such Lender shall
deliver to such Borrower (with a copy to Administrative Agent) a written
statement, setting forth in reasonable detail the basis of the calculation of
such additional amounts, which statement shall be conclusive and binding upon
all parties hereto absent manifest error.

2.8      OBLIGATION OF LENDERS AND ISSUING LENDERS TO MITIGATE; MANDATORY
ASSIGNMENTS BY LENDERS.

         A. Each Lender and Issuing Lender agrees that, as promptly as
practicable after the officer of such Lender or Issuing Lender responsible for
administering the Loans or Letters of Credit of such Lender or Issuing Lender,
as the case may be, becomes aware of the occurrence of an event or the existence
of a condition that would cause such Lender to become an Affected Lender or that
would entitle such Lender or Issuing Lender to receive payments under
sub-section 2.7 or subsection 3.6, it will, to the extent not inconsistent with
the internal policies of such Lender or Issuing Lender and any applicable legal
or regulatory restrictions, use reasonable efforts (i) to make, issue, fund or
maintain the Commitments of such Lender or the affected Loans or Letters of
Credit of such Lender or Issuing Lender through another lending or letter of
credit office of such Lender or Issuing Lender, or (ii) take such other measures
as such Lender or Issuing Lender may deem reasonable, if as a result thereof the
circumstances which would cause such Lender to be an Affected Lender would cease
to exist or the additional amounts which would otherwise be required to be paid
to such Lender or Issuing Lender pursuant to subsection 2.7 or subsection 3.6
would be materially reduced and if, as determined by such Lender or Issuing
Lender in its sole discretion, the making, issuing, funding or maintaining of
such Commitments or Loans or Letters of Credit through such other lending or
letter of credit office or in accordance with such other measures, as the case
may be, would not otherwise materially adversely affect such Commitments or
Loans or Letters of Credit or the interests of such Lender or Issuing Lender;
provided that such Lender or Issuing Lender will not be obligated to utilize
such other lending or letter of credit office pursuant to this subsection 2.8
unless the Borrowers agree to pay all incremental expenses incurred by such
Lender or Issuing Lender as a result of utilizing such other lending or letter
of credit office as described in clause (i) above. A certificate as to the
amount of any such expenses payable by Borrowers pursuant to this subsection 2.8
(setting forth in reasonable detail the basis for requesting such amount)
submitted by such Lender or Issuing Lender to Borrowers (with a copy to
Administrative Agent) shall be conclusive absent manifest error.

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         B. In the event that (i) any Borrower is required to pay any amounts
pursuant to subsection 2.7A or 2.7C or (ii) any Lender becomes and remains an
"Affected Lender" as defined in subsection 2.6C then, unless an Event of Default
shall have occurred and be continuing at the time of the proposed assignment,
such Borrower may require such Lender to assign all of its interests, rights
(except for rights to be indemnified for actions taken while a party hereunder)
and obligations under this Agreement to a financial institution identified by
such Borrower and willing to become a "Lender" hereunder (a "Replacement
Lender"); provided, however, that (a) such assignment shall be made in
accordance with subsection 10.1, including the execution and delivery of such
documents required of each Assignee and the payment of the Assignment Fee to
Administrative Agent required under subsection 10.1B, which fee such be paid by
such Borrower; (b) any such Replacement Lender must be reasonably acceptable to
Administrative Agent; (c) Borrowers shall remain liable to any Lender required
to assign its rights hereunder for any amounts owed to such Lender pursuant to
subsection 2.7A or 2.7C; (d) such assignment to such Replacement Lender does not
conflict with any law, rule or regulation or order of any court or Governmental
Authority; and (e) Borrowers may not require the replacement of any Lender that
is the Administrative Agent unless all of the requirements for such successor
Administrative Agent pursuant to subsection 9.5 have been satisfied.

2.9      INCREASE IN US ACQUISITION LOAN COMMITMENTS; ADDITION OF LENDERS;
ASSIGNMENTS.

         A. REQUEST FOR INCREASE IN US ACQUISITION COMMITMENTS. Company may
request that the US Acquisition Loan Commitments be increased to an aggregate
amount not to exceed $92,000,000 by giving written notice to Administrative
Agent (who shall promptly notify Lenders). Such notice shall be given prior to
January 15, 2000 and only one such notice may be given. Such request shall
specify the amount of the requested increase, the date of the requested increase
(which shall be not more than 15 Business Days and not less than 10 Business
Days after the date of such request), shall identify each Additional Lender (as
defined in subsection 2.9B) that will become a Lender hereunder in connection
with such increase, shall include evidence of each Additional Lender's agreement
to become a Lender hereunder in connection with such increase, and shall include
an Officers' Certificate stating that (i) the representations and warranties
contained herein and in the other Loan Documents are true, correct and complete
in all material respects on and as of the date of such Officers' Certificate to
the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and

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warranties were true, correct and complete in all material respects on and as of
such earlier date; and (ii) no Event of Default shall have occurred and be
continuing. Such requested increase shall become effective only if one or more
Additional Lenders become Lenders hereunder in accordance with subsections 2.9B
and 2.9C and Company pays all fees payable to Administrative Agent in connection
with such requested increase as set forth in that certain letter agreement dated
November 30, 1999, among Company and Administrative Agent. The provisions of
this subsection 2.9A shall supersede any provisions in subsection 10.6 to the
contrary.

         B. ADDITION OF LENDERS. Any requested increase in US Acquisition Loan
Commitments made pursuant to subsection 2.9A shall not become effective unless
one or more financial institutions identified by Borrowers and willing to become
"Lenders" hereunder (each, an "Additional Lender") assume Loans and Commitments
hereunder in an aggregate amount equal to the amount of such requested increase
in US Acquisition Loan Commitments. The amount of Loans and Commitments to be
assumed by the Additional Lenders from the existing Lenders shall be allocated
pro rata in proportion to such existing Lenders' respective Pro Rata Shares.
Each Lender agrees to enter into Assignment Agreements complying with the terms
of this subsection 2.9.

         C. ASSIGNMENT AGREEMENTS. Each assignment from a Lender to an
Additional Lender made pursuant to subsection 2.9B shall be subject to the
following requirements: (a) such assignment shall be made in accordance with
subsection 10.1, including the execution and delivery of such documents required
of each Assignee and the payment of the Assignment Fee to Administrative Agent
required under subsection 10.1B, which fee shall be paid by Borrowers; provided
that the assignments may be made pursuant to a master assignment agreement in
form and substance satisfactory to Lenders and Administrative Agent instead of
pursuant to Assignment Agreements, (b) any such Additional Lender must be
reasonably acceptable to Administrative Agent; (c) Borrowers shall remain liable
to any Lender required to assign its rights hereunder for any amounts owed to
such Lender pursuant to subsection 2.7A or 2.7C; (d) such assignment to such
Additional Lender does not conflict with any law, rule or regulation or order of
any court or Governmental Authority; and (e) such assignment would not result in
the occurrence of any Event of Default. Borrowers shall deliver to
Administrative Agent on or prior to the effective date of such assignments, in
form and substance satisfactory to Administrative Agent, (i) corporate
resolutions and incumbency certificates of Company dated as of the effective
date of such assignments, approving the requested increase in US Acquisition
Loan Commitments, and (ii) an Acknowledgement and Confirmation by each Loan
Party acknowledging and agreeing that the Collateral Documents and Guaranties to

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which it is a party continue to guaranty or secure, as the case may be, all
Obligations of Borrowers, including all Obligations in respect of the US
Acquisition Loans. Each Assignment Agreement executed pursuant to this
subsection 2.9 shall provide that it shall not become effective until
immediately after the increase in the US Acquisition Loan Commitments made
pursuant to this subsection 2.9 becomes effective, and the amount of the US
Acquisition Loan Commitments so assigned shall reflect such increase. Upon
satisfaction of all conditions set forth in this subsection 2.9, and all
conditions precedent to the effectiveness of the applicable Assignment
Agreements (other than the effectiveness of the proposed increase in US
Acquisition Loan Commitments) the proposed increase in US Acquisition Loan
Commitments shall become effective and, immediately thereafter, each applicable
Assignment Agreement shall become effective. Such increase shall increase the US
Acquisition Loan Commitment of each Lender pro rata in proportion to such
Lender's Pro Rata Share at the time of such increase. The provisions of this
subsection 2.9C shall supersede any provisions in subsection 10.1 to the
contrary.

SECTION 3.        LETTERS OF CREDIT

3.1      ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF PARTICIPATIONS
THEREIN.

         A. LETTERS OF CREDIT. In addition to Company requesting that Revolving
Lenders make Revolving Loans pursuant to subsection 2.1A(vi), Company may
request, in accordance with the provisions of this subsection 3.1, from time to
time during the period from the Effective Date to but excluding the Revolving
Loan Commitment Termination Date, that one or more Revolving Lenders issue
Letters of Credit for the account of Company for the purposes specified in the
definitions of Commercial Letters of Credit and Standby Letters of Credit.
Subject to the terms and conditions of this Agreement and in reliance upon the
representations and warranties of Company herein set forth, any one or more
Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be
obligated to, issue such Letters of Credit in accordance with the provisions of
this subsection 3.1; provided that Company shall not request that any Revolving
Lender issue (and no Revolving Lender shall issue):

                  (i) any Letter of Credit if, after giving effect to such
         issuance, the Total Utilization of Revolving Loan Commitments would
         exceed the lesser of (x) the Revolving Loan Commitments then in effect
         and (y) the Borrowing Base at the time of such issuance;

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                  (ii) any Letter of Credit if, after giving effect to such
         issuance, the Letter of Credit Usage would exceed $2,500,000;

                  (iii) any Commercial Letter of Credit if, after giving effect
         to such issuance, the Letter of Credit Usage in respect of Commercial
         Letters of Credit would exceed $2,500,000;

                  (iv) any Standby Letter of Credit if, after giving effect to
         such issuance, the Letter of Credit Usage in respect of Standby Letters
         of Credit would exceed $2,500,000;

                  (v) any Standby Letter of Credit having an expiration date
         later than the earlier of (a) the Revolving Loan Commitment Termination
         Date and (b) the date which is one year from the date of issuance of
         such Standby Letter of Credit; provided that the immediately preceding
         clause (b) shall not prevent any Issuing Lender from agreeing that a
         Standby Letter of Credit will automatically be extended for one or more
         successive periods not to exceed one year each unless such Issuing
         Lender elects not to extend for any such additional period; and
         provided, further that such Issuing Lender shall elect not to extend
         such Standby Letter of Credit if it has knowledge that an Event of
         Default has occurred and is continuing (and has not been waived in
         accordance with subsection 10.6) at the time such Issuing Lender must
         elect whether or not to allow such extension;

                  (vi) any Commercial Letter of Credit having an expiration date
         (a) later than the earlier of (X) the date which is 30 days prior to
         the Revolving Loan Commitment Termination Date and (Y) the date which
         is 180 days from the date of issuance of such Commercial Letter of
         Credit or (b) that is otherwise unacceptable to the applicable Issuing
         Lender in its reasonable discretion;

                  (vii) any Letter of Credit denominated in a currency other
         than Dollars; and

                  (viii) any Letter of Credit if, after giving effect to the
         issuance of such Letter of Credit, the Senior Debt Leverage Ratio would
         exceed the maximum permitted by subsection 7.6C, the Adjusted Senior
         Debt Leverage Ratio would exceed the maximum permitted by subsection
         7.6D, or the Total Debt Leverage Ratio would exceed the maximum
         permitted by subsection 7.6E.

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         B.       MECHANICS OF ISSUANCE.

                  (i) Notice of Issuance. Whenever Company desires the issuance
         of a Letter of Credit, it shall deliver to Administrative Agent a
         Notice of Issuance of Letter of Credit substantially in the form of
         Exhibit III annexed hereto no later than 12:00 Noon (New York City
         time) at least three Business Days (in the case of Standby Letters of
         Credit) or five Business Days (in the case of Commercial Letters of
         Credit), or in each case such shorter period as may be agreed to by the
         Issuing Lender in any particular instance, in advance of the proposed
         date of issuance. The Notice of Issuance of Letter of Credit shall
         specify (a) the proposed date of issuance (which shall be a Business
         Day), (b) whether the Letter of Credit is to be a Standby Letter of
         Credit or a Commercial Letter of Credit, (c) the face amount of the
         Letter of Credit, (d) [intentionally omitted], (e) the expiration date
         of the Letter of Credit, (f) the name and address of the beneficiary,
         and (g) either the verbatim text of the proposed Letter of Credit or
         the proposed terms and conditions thereof, including a precise
         description of any documents to be presented by the beneficiary which,
         if presented by the beneficiary prior to the expiration date of the
         Letter of Credit, would require the Issuing Lender to make payment
         under the Letter of Credit; provided that the Issuing Lender, in its
         reasonable discretion, may require changes in the text of the proposed
         Letter of Credit or any such documents; and provided, further that no
         Letter of Credit shall require payment against a conforming draft to be
         made thereunder on the same business day (under the laws of the
         jurisdiction in which the office of the Issuing Lender to which such
         draft is required to be presented is located) that such draft is
         presented if such presentation is made after 10:00 A.M. (in the time
         zone of such office of the Issuing Lender) on such business day.

                           Company shall notify the applicable Issuing Lender
         (and Administrative Agent, if Administrative Agent is not such Issuing
         Lender) prior to the issuance of any Letter of Credit in the event that
         any of the matters to which Company is required to certify in the
         applicable Notice of Issuance of Letter of Credit is no longer true and
         correct as of the proposed date of issuance of such Letter of Credit,
         and upon the issuance of any Letter of Credit Company shall be deemed
         to have re-certified, as of the date of such issuance, as to the
         matters to which Company is required to certify in the applicable
         Notice of Issuance of Letter of Credit.

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                  (ii) Determination of Issuing Lender. Upon receipt by
         Administrative Agent of a Notice of Issuance of Letter of Credit
         pursuant to subsection 3.1B(i) requesting the issuance of a Letter of
         Credit, in the event Administrative Agent elects to issue such Letter
         of Credit, Administrative Agent shall promptly so notify Company, and
         Administrative Agent shall be the Issuing Lender with respect thereto.
         In the event that Administrative Agent, in its sole discretion, elects
         not to issue such Letter of Credit, Administrative Agent shall promptly
         so notify Company, whereupon Company may request any other Revolving
         Lender to issue such Letter of Credit by delivering to such Revolving
         Lender a copy of the applicable Notice of Issuance of Letter of Credit.
         Any Revolving Lender so requested to issue such Letter of Credit shall
         promptly notify Company and Administrative Agent whether or not, in its
         sole discretion, it has elected to issue such Letter of Credit, and any
         such Revolving Lender which so elects to issue such Letter of Credit
         shall be the Issuing Lender with respect thereto. In the event that all
         other Revolving Lenders shall have declined to issue such Letter of
         Credit, notwithstanding the prior election of Administrative Agent not
         to issue such Letter of Credit, Administrative Agent shall be obligated
         to issue such Letter of Credit and shall be the Issuing Lender with
         respect thereto, notwithstanding the fact that the Letter of Credit
         Usage with respect to such Letter of Credit and with respect to all
         other Letters of Credit issued by Administrative Agent, when aggregated
         with Administrative Agent's outstanding Revolving Loans, may exceed
         Administrative Agent's Revolving Loan Commitment then in effect;
         provided, however, that CIBC shall not in any event be obligated to
         issue any Commercial Letter of Credit in its capacity as Administrative
         Agent.

                  (iii) Issuance of Letter of Credit. Upon satisfaction or
         waiver (in accordance with subsection 10.6) of the conditions set forth
         in subsection 4.3, the Issuing Lender shall issue the requested Letter
         of Credit in accordance with the Issuing Lender's standard operating
         procedures.

                  (iv) Notification to Lenders. Upon the issuance or amendment
         of any Letter of Credit the applicable Issuing Lender shall promptly
         notify Administrative Agent and each other Lender of such issuance or
         amendment. Promptly after receipt of such notice (or, if Administrative
         Agent is the Issuing Lender, together with such notice), Administrative
         Agent shall notify each Lender of the amount of such Lender's
         respective participation in such Letter of Credit, determined in
         accordance with subsection 3.1C.

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         C. REVOLVING LENDERS' PURCHASE OF PARTICIPATIONS IN LETTERS OF CREDIT.
Immediately upon the issuance of each Letter of Credit, each Revolving Lender
shall be deemed to, and hereby agrees to, have irrevocably purchased from the
Issuing Lender a participation in such Letter of Credit and any drawings honored
thereunder in an amount equal to such Revolving Lender's Pro Rata Share of the
maximum amount which is or at any time may become available to be drawn
thereunder.

         D. EXISTING LETTERS OF CREDIT. Each Existing Letter of Credit
outstanding on the Effective Date shall be deemed to be a Letter of Credit
hereunder and all unpaid reimbursement obligations owed in respect of amounts
drawn on Existing Letters of Credit shall be reimbursement obligations
hereunder.

3.2      LETTER OF CREDIT FEES.

                  Company agrees to pay the following amounts with respect to
Letters of Credit issued hereunder:

                  (i) with respect to each Standby Letter of Credit, (a) a
         fronting fee, payable directly to the applicable Issuing Lender for its
         own account, equal to 0.25% per annum of the daily amount available to
         be drawn under such Standby Letter of Credit and (b) a letter of credit
         fee, payable to Administrative Agent for the account of Lenders, equal
         to 3.50% per annum of the daily amount available to be drawn under such
         Standby Letter of Credit, each such fronting fee or letter of credit
         fee to be payable in arrears on and to (but excluding) each March 31,
         June 30, September 30 and December 31 of each year and computed on the
         basis of a 360 day year for the actual number of days elapsed;

                  (ii) with respect to each Commercial Letter of Credit, (a) a
         fronting fee, payable directly to the applicable Issuing Lender for its
         own account, equal to 0.25% per annum of the daily amount available to
         be drawn under such Commercial Letter of Credit and (b) a letter of
         credit fee, payable to Administrative Agent for the account of Lenders,
         equal to 3.50% per annum of the daily amount available to be drawn
         under such Commercial Letter of Credit, each such fronting fee or
         letter of credit fee to be payable in arrears on and to (but excluding)
         each March 31, June 30, September 30 and December 31 of each year and
         computed on the basis of a 360-day year for the actual number of days
         elapsed; and

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                  (iii) with respect to the issuance, amendment or transfer of
         each Letter of Credit and each payment of a drawing made thereunder
         (without duplication of the fees payable under clauses (i) and (ii)
         above), documentary and processing charges payable directly to the
         applicable Issuing Lender for its own account in accordance with such
         Issuing Lender's standard schedule for such charges in effect at the
         time of such issuance, amendment, transfer or payment, as the case may
         be.

For purposes of calculating any fees payable under clauses (i) and (ii) of this
subsection 3.2, the daily amount available to be drawn under any Letter of
Credit shall be determined as of the close of business on any date of
determination. Promptly upon receipt by Administrative Agent of any amount
described in clause (i)(b) or (ii)(b) of this subsection 3.2, Administrative
Agent shall distribute to each Lender its Pro Rata Share of such amount.

3.3      DRAWINGS AND REIMBURSEMENT OF AMOUNTS PAID UNDER LETTERS OF CREDIT.

         A. RESPONSIBILITY OF ISSUING LENDER WITH RESPECT TO DRAWINGS. In
determining whether to honor any drawing under any Letter of Credit by the
beneficiary thereof, the Issuing Lender shall be responsible only to examine the
documents delivered under such Letter of Credit with reasonable care so as to
ascertain whether they appear on their face to be in accordance with the terms
and conditions of such Letter of Credit.

         B. REIMBURSEMENT BY COMPANY OF AMOUNTS PAID UNDER LETTERS OF CREDIT. In
the event an Issuing Lender has determined to honor a drawing under a Letter of
Credit issued by it, such Issuing Lender shall immediately notify Company and
Administrative Agent, and Company shall reimburse such Issuing Lender on or
before the Business Day immediately following the date on which such drawing is
honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds
equal to the amount of such honored drawing; provided that, anything contained
in this Agreement to the contrary notwithstanding, (i) unless Company shall have
notified Administrative Agent and such Issuing Lender prior to 10:00 A.M. (New
York City time) on the date such drawing is honored that Company intends to
reimburse such Issuing Lender for the amount of such honored drawing with funds
other than the proceeds of Revolving Loans, Company shall be deemed to have
given a timely Notice of Borrowing to Administrative Agent requesting Lenders to
make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an
amount in Dollars equal to the amount of such honored drawing and (ii) subject
to satisfaction or waiver of the conditions specified in subsection 4.2B,
Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base

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Rate Loans in the amount of such honored drawing, the proceeds of which shall be
applied directly by Administrative Agent to reimburse such Issuing Lender for
the amount of such honored drawing; and provided, further that if for any reason
proceeds of Revolving Loans are not received by such Issuing Lender on the
Reimbursement Date in an amount equal to the amount of such honored drawing,
Company shall reimburse such Issuing Lender, on demand, in an amount in same day
funds equal to the excess of the amount of such honored drawing over the
aggregate amount of such Revolving Loans, if any, which are so received. Nothing
in this subsection 3.3B shall be deemed to relieve any Lender from its
obligation to make Revolving Loans on the terms and conditions set forth in this
Agreement, and Company shall retain any and all rights it may have against any
Lender resulting from the failure of such Lender to make such Revolving Loans
under this subsection 3.3B.

         C.       PAYMENT BY LENDERS OF UNREIMBURSED AMOUNTS PAID UNDER LETTERS
OF CREDIT.

                  (i) Payment by Lenders. In the event that Company shall fail
         for any reason to reimburse (including reimbursement with the proceeds
         of Revolving Loans) any Issuing Lender as provided in subsection 3.3B
         in an amount equal to the amount of any drawing honored by such Issuing
         Lender under a Letter of Credit issued by it, such Issuing Lender shall
         promptly notify each other Lender of the unreimbursed amount of such
         honored drawing and of such other Lender's respective participation
         therein based on such Lender's Pro Rata Share. Each Lender shall make
         available to such Issuing Lender an amount equal to its respective
         participation, in Dollars and in same day funds, at the office of such
         Issuing Lender specified in such notice, not later than 12:00 Noon (New
         York City time) on the first business day (under the laws of the
         jurisdiction in which such office of such Issuing Lender is located)
         after the date notified by such Issuing Lender. In the event that any
         Lender fails to make available to such Issuing Lender on such business
         day the amount of such Lender's participation in such Letter of Credit
         as provided in this subsection 3.3C, such Issuing Lender shall be
         entitled to recover such amount on demand from such Lender together
         with interest thereon at the rate customarily used by such Issuing
         Lender for the correction of errors among banks for three Business Days
         and thereafter at the Base Rate. Nothing in this subsection 3.3C shall
         be deemed to prejudice the right of any Lender to recover from any
         Issuing Lender any amounts made available by such Lender to such
         Issuing Lender pursuant to this subsection 3.3C in the event that it is
         determined by the final judgment of a court of competent jurisdiction
         that

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         the payment with respect to a Letter of Credit by such Issuing Lender
         in respect of which payment was made by such Lender constituted gross
         negligence or willful misconduct on the part of such Issuing Lender.

                  (ii) Distribution to Lenders of Reimbursements Received From
         Company. In the event any Issuing Lender shall have been reimbursed by
         other Lenders pursuant to subsection 3.3C(i) for all or any portion of
         any drawing honored by such Issuing Lender under a Letter of Credit
         issued by it, such Issuing Lender shall distribute to each other Lender
         which has paid all amounts payable by it under subsection 3.3C(i) with
         respect to such honored drawing such other Lender's Pro Rata Share of
         all payments subsequently received by such Issuing Lender from Company
         in reimbursement of such honored drawing when such payments are
         received. Any such distribution shall be made to a Lender at its
         primary address set forth below its name on the appropriate signature
         page hereof or at such other address as such Lender may request.

         D.       INTEREST ON AMOUNTS PAID UNDER LETTERS OF CREDIT.

                  (i) Payment of Interest by Company. Company agrees to pay to
         each Issuing Lender, with respect to drawings honored under any Letters
         of Credit issued by it, interest on the amount paid by such Issuing
         Lender in respect of each such honored drawing from the date such
         drawing is honored to but excluding the date such amount is reimbursed
         by Company (including any such reimbursement out of the proceeds of
         Revolving Loans pursuant to subsection 3.3B) at a rate equal to (a) for
         the period from the date such drawing is honored to but excluding the
         Reimbursement Date, the rate then in effect under this Agreement with
         respect to Revolving Loans that are Base Rate Loans and (b) thereafter
         until paid (including with proceeds of any Revolving Loans), a rate
         which is 2% per annum in excess of the rate of interest otherwise
         payable under this Agreement with respect to Revolving Loans that are
         Base Rate Loans. Interest payable pursuant to this subsection 3.3D(i)
         shall be computed on the basis of a 360-day year for the actual number
         of days elapsed in the period during which it accrues and shall be
         payable on demand or, if no demand is made, on the date on which the
         related drawing under a Letter of Credit is reimbursed in full.

                  (ii) Distribution of Interest Payments by Issuing Lender.
         Promptly upon receipt by any Issuing Lender of any payment of interest
         pursuant to subsection 3.3D(i) with respect to a drawing honored under
         a Letter of Credit issued by it, (a) such Issuing Lender shall
         distribute to each other Lender, out of

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         the interest received by such Issuing Lender in respect of the period
         from the date such drawing is honored to but excluding the date on
         which such Issuing Lender is reimbursed for the amount of such drawing
         (including any such reimbursement out of the proceeds of Revolving
         Loans pursuant to subsection 3.3B), the amount that such other Lender
         would have been entitled to receive in respect of the letter of credit
         fee that would have been payable in respect of such Letter of Credit
         for such period pursuant to subsection 3.2 if no drawing had been
         honored under such Letter of Credit, and (b) in the event such Issuing
         Lender shall have been reimbursed by other Lenders pursuant to
         subsection 3.3C(i) for all or any portion of such honored drawing, such
         Issuing Lender shall distribute to each other Lender which has paid all
         amounts payable by it under subsection 3.3C(i) with respect to such
         honored drawing such other Lender's Pro Rata Share of any interest
         received by such Issuing Lender in respect of that portion of such
         honored drawing so reimbursed by other Lenders for the period from the
         date on which such Issuing Lender was so reimbursed by other Lenders to
         but excluding the date on which such portion of such honored drawing is
         reimbursed by Company. Any such distribution shall be made to a Lender
         at its primary address set forth below its name on the appropriate
         signature page hereof or at such other address as such Lender may
         request.

3.4      OBLIGATIONS ABSOLUTE.

                  The obligation of Company to reimburse each Issuing Lender for
drawings honored under the Letters of Credit issued by it and to repay any
Revolving Loans made by Lenders pursuant to subsection 3.3B and the obligations
of Lenders under subsection 3.3C(i) shall be unconditional and irrevocable and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances including, without limitation, any of the following circumstances:

                  (i) any lack of validity or enforceability of any Letter of
         Credit;

                  (ii) the existence of any claim, set-off, defense or other
         right which Company or any Lender may have at any time against a
         beneficiary or any transferee of any Letter of Credit (or any Persons
         for whom any such transferee may be acting), any Issuing Lender or
         other Lender or any other Person or, in the case of a Lender, against
         Company, whether in connection with this Agreement, the transactions
         contemplated herein or any unrelated transaction (including any
         underlying transaction between Company or one of its Subsidiaries and
         the beneficiary for which any Letter of Credit was procured);

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

                  (iv) payment by the applicable Issuing Lender under any Letter
         of Credit against presentation of a draft or other document which does
         not substantially comply with the terms of such Letter of Credit;

                  (v) any adverse change in the business, operations,
         properties, assets, condition (financial or otherwise) or prospects of
         Company or any of its Subsidiaries;

                  (vi) any breach of this Agreement or any other Loan Document
         by any party thereto;

                  (vii) any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing; or

                  (viii) the fact that an Event of Default shall have occurred
         and be continuing;

provided, in each case, that payment by the applicable Issuing Lender under the
applicable Letter of Credit shall not have constituted gross negligence or
willful misconduct of such Issuing Lender under the circumstances in question
(as determined by a final judgment of a court of competent jurisdiction).

3.5      INDEMNIFICATION; NATURE OF ISSUING LENDERS' DUTIES.

         A. INDEMNIFICATION. In addition to amounts payable as provided in
subsection 3.6, Company hereby agrees to protect, indemnify, pay and save
harmless each Issuing Lender from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of counsel and reasonable allocated costs of
internal counsel) which such Issuing Lender may incur or be subject to as a
consequence, direct or indirect, of (i) the issuance of any Letter of Credit by
such Issuing Lender, other than as a result of (a) the gross negligence or
willful misconduct of such Issuing Lender as determined by a final judgment of a
court of competent jurisdiction or (b) subject to the following clause (ii), the
wrongful dishonor by such Issuing Lender of a proper demand for payment made
under any Letter of Credit issued by it or (ii) the failure of such Issuing
Lender to honor a

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drawing under any such Letter of Credit as a result of any act or omission of
any present or future de jure or de facto government or governmental authority,
whether or not such act or omission was rightful or wrongful (all such acts or
omissions herein called "GOVERNMENTAL ACTS").

         B. NATURE OF ISSUING LENDERS' DUTIES. As between Company and any
Issuing Lender, Company assumes all risks of the acts and omissions of, or
misuse of the Letters of Credit issued by such Issuing Lender by, the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, but subject to the last paragraph of this subsection 3.5B, such
Issuing Lender shall not be responsible for: (i) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of any such Letter
of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency
of any instrument transferring or assigning or purporting to transfer or assign
any such Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason; (iii) failure of the beneficiary of any such Letter of Credit to
comply fully with any conditions required in order to draw upon such Letter of
Credit; (iv) errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether
or not they be in cipher; (v) errors in interpretation of technical terms; (vi)
any loss or delay in the transmission or otherwise of any document required in
order to make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) the misapplication by the beneficiary of any such Letter of
Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of such Issuing Lender,
including without limitation any Governmental Acts, and none of the above shall
affect or impair, or prevent the vesting of, any of such Issuing Lender's rights
or powers hereunder.

                  In furtherance and extension and not in limitation of the
specific provisions set forth in the first paragraph of this subsection 3.5B,
any action taken or omitted by any Issuing Lender under or in connection with
the Letters of Credit issued by it or any documents and certificates delivered
thereunder, if taken or omitted in good faith, shall not put such Issuing Lender
under any resulting liability to Company.

                  Notwithstanding anything to the contrary contained in this
subsection 3.5, Company shall retain any and all rights it may have against any
Issuing Lender for any

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liability arising solely out of the gross negligence or willful misconduct of
such Issuing Lender, as determined by a final judgment of a court of competent
jurisdiction.

3.6      INCREASED COSTS AND TAXES RELATING TO LETTERS OF CREDIT.

                  Subject to the provisions of subsection 2.7B (which shall be
controlling with respect to the matters covered thereby), in the event that any
Issuing Lender or Lender shall determine (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties hereto)
that any law, treaty or governmental rule, regulation or order, or any change
therein or in the interpretation, administration or application thereof
(including the introduction of any new law, treaty or governmental rule,
regulation or order), or any determination of a court or governmental authority,
in each case that becomes effective after the date hereof, or compliance by any
Issuing Lender or Lender with any guideline, request or directive issued or made
after the date hereof by any central bank or other governmental or
quasi-governmental authority (whether or not having the force of law):

                  (i) subjects such Issuing Lender or Lender (or its applicable
         lending or letter of credit office) to any additional Tax (other than
         any Tax on the overall net income of such Issuing Lender or Lender)
         with respect to the issuing or maintaining of any Letters of Credit or
         the purchasing or maintaining of any participations therein or any
         other obligations under this Section 3, whether directly or by such
         being imposed on or suffered by any particular Issuing Lender;

                  (ii) imposes, modifies or holds applicable any reserve
         (including without limitation any marginal, emergency, supplemental,
         special or other reserve), special deposit, compulsory loan, FDIC
         insurance or similar requirement in respect of any Letters of Credit
         issued by any Issuing Lender or participations therein purchased by any
         Lender; or

                  (iii) imposes any other condition (other than with respect to
         a Tax matter) on or affecting such Issuing Lender or Lender (or its
         applicable lending or letter of credit office) regarding this Section 3
         or any Letter of Credit or any participation therein;

and the result of any of the foregoing is to increase the cost to such Issuing
Lender or Lender of agreeing to issue, issuing or maintaining any Letter of
Credit or agreeing to purchase, purchasing or maintaining any participation
therein or to reduce any amount received or receivable by such Issuing Lender or
Lender (or its applicable lending or

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letter of credit office) with respect thereto; then, in any case, Company shall
promptly pay to such Issuing Lender or Lender, upon receipt of the statement
referred to in the next sentence, such additional amount or amounts as may be
necessary to compensate such Issuing Lender or Lender for any such increased
cost or reduction in amounts received or receivable hereunder; provided that the
Borrowers shall not be required to compensate a Lender pursuant to this
subsection for any increased cost or reduction incurred more than six months
prior to the date that such Lender notifies any Borrower of such change giving
rise to such increased cost or reduction and of such Lender's intention to claim
compensation therefor; provided further that, if such change giving rise to such
increased cost or reduction is retroactive, then the six month period referred
to above shall be extended to include the period of retroactive effect thereof.
Such Issuing Lender or Lender shall deliver to Company a written statement,
setting forth in reasonable detail the basis for calculating the additional
amounts owed to such Issuing Lender or Lender under this subsection 3.6, which
statement shall be conclusive and binding upon all parties hereto absent
manifest error.

SECTION 4.        CONDITIONS TO EFFECTIVENESS; CONDITIONS TO LOANS AND LETTERS
                  OF CREDIT

4.1      CONDITIONS TO EFFECTIVENESS.

                  This Agreement shall become effective only upon the
satisfaction or written waiver by Requisite Lenders of the following conditions
precedent:

         A. LOAN PARTY DOCUMENTS. On or before the Effective Date, Borrowers
shall, and shall cause each other Loan Party to, deliver to Lenders (or to
Administrative Agent for Lenders with sufficient originally executed copies,
where appropriate, for each Lender and its counsel) the following, each, unless
otherwise noted, dated the Effective Date:

                  (i) Certified copies of the Certificate or Articles of
         Incorporation of such Person, together with a good standing certificate
         from the Secretary of State of its jurisdiction of incorporation and
         each other state in which such Person is qualified as a foreign
         corporation to do business and, to the extent generally available, a
         certificate or other evidence of good standing as to payment of any
         applicable franchise or similar taxes from the appropriate taxing
         authority of each of such jurisdictions, each dated a recent date prior
         to the Effective Date;

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                  (ii) Copies of the Bylaws of such Person, certified as of the
         Effective Date by such Person's corporate secretary or an assistant
         secretary;

                  (iii) Resolutions of the Board of Directors of such Person
         approving and authorizing the execution, delivery and performance of
         the Loan Documents and Related Agreements to which it is a party,
         certified as of the Effective Date by the corporate secretary or an
         assistant secretary of such Person as being in full force and effect
         without modification or amendment;

                  (iv) Signature and incumbency certificates of the officers of
         such Person executing the Loan Documents to which it is a party;

                  (v) Executed originals of the New Loan Documents to which such
         Person is a party; and

                  (vi) Such other documents as Administrative Agent may
         reasonably request.

         B. NO MATERIAL ADVERSE EFFECT. Since December 31, 1998, no material
adverse effect upon the business, operations, properties, assets, condition
(financial or otherwise) or prospects of Company or any of its Subsidiaries (in
the sole opinion of Administrative Agent) shall have occurred, and no impairment
of the ability of any Loan Party to perform, or of Administrative Agent or
Lenders to enforce, the Obligations (in the sole opinion of Administrative
Agent) shall have occurred.

         C.       CORPORATE AND CAPITAL STRUCTURE AND OWNERSHIP.

                  (i) Corporate Structure. The corporate organizational
         structure of Holdings and its Subsidiaries shall be as set forth on
         Schedule 4.1C annexed hereto.

                  (ii) Capital Structure and Ownership. The capital structure
         and ownership of Holdings and Company shall be as set forth on Schedule
         4.1C annexed hereto.

         D.       PROCEEDS OF EQUITY CAPITALIZATION OF HOLDINGS AND COMPANY.

                  (i) Equity Capitalization of Holdings. On or before the
         Effective Date, (1) the transactions contemplated by the
         Recapitalization Agreement shall have been consummated, (2) Willis
         Stein and BCI shall have purchased Holdings

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         Preferred Stock for cash consideration of not less than $81,000,000,
         and (3) Holdings shall have redeemed other shares of Holdings Common
         Stock and Holdings Preferred Stock for cash consideration not in excess
         of $61,000,000.

                  (ii) Equity Capitalization of Company. On or before the
         Effective Date, Holdings shall have contributed to Company, as cash
         common equity, not less than the sum of $7,250,000 plus the amount of
         Transactions Costs.

         E.       MANAGEMENT EMPLOYMENT AGREEMENTS AND RELATED AGREEMENTS.

                  (i) Approval of Certain Related and Other Agreements. The
         Recapitalization Agreement, each Management Employment Agreement, the
         Holdings Certificate of Designations and each Stock Repurchase
         Agreement, shall each be satisfactory in form and substance to
         Administrative Agent. The Holdings Certificate of Designations shall
         provide that no cash dividends are payable on the Holdings Preferred
         Stock and that no shares of Holdings Preferred Stock may redeemed by
         Holdings for cash until December 31, 2006.

                  (ii) Management Employment Agreements and Related Agreements
         in Full Force and Effect. Administrative Agent shall have received a
         fully executed or conformed copy of each Management Employment
         Agreement, each Stock Repurchase Agreement, and each Related Agreement
         and any documents executed in connection therewith, and each Management
         Employment Agreement, each Stock Repurchase Agreement and each Related
         Agreement shall be in full force and effect and no provision thereof
         shall have been modified or waived in any respect determined by
         Administrative Agent to be material, in each case without the consent
         of Administrative Agent.

         F. NECESSARY GOVERNMENTAL AUTHORIZATIONS AND CONSENTS; EXPIRATION OF
WAITING PERIODS, ETC. Borrowers shall have obtained all Governmental
Authorizations and all consents of other Persons, in each case that are
necessary or advisable in connection with the transactions contemplated by the
Loan Documents and the Related Agreements, and each of the foregoing shall be in
full force and effect, in each case other than those the failure to obtain or
maintain which, either individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. All applicable waiting periods shall
have expired without any action being taken or threatened by any competent
authority which would restrain, prevent or otherwise impose adverse conditions
on the transactions contemplated hereby. No action, request for stay, petition
for review or rehearing, reconsideration, or appeal with respect to any of the
foregoing

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shall be pending, and the time for any applicable agency to take action to set
aside its consent on its own motion shall have expired.

         G. SECURITY INTERESTS IN PERSONAL AND MIXED PROPERTY. Administrative
Agent shall have received evidence satisfactory to it that each Borrower shall
have taken or caused to be taken all such actions, executed and delivered or
caused to be executed and delivered all such agreements, documents and
instruments, and made or caused to be made all such filings and recordings that
may be necessary or, in the opinion of Administrative Agent, desirable in order
to create in favor of Administrative Agent, for the benefit of Lenders, a valid
and (upon such filing and recording) perfected First Priority security interest
in the entire personal and mixed property Collateral subject to the Lien of the
Collateral Documents. Such actions shall include, without limitation, the
following:

                  (i) Lien Searches and UCC or PPSA Termination Statements.
         Delivery to Administrative Agent of (a) the results of a recent search,
         by a Person satisfactory to Administrative Agent, of all effective UCC
         or PPSA financing statements and fixture filings (or the equivalent
         filings under the laws of Quebec) and all judgment and tax lien filings
         which may have been made with respect to any personal or mixed property
         of any Loan Party, together with copies of all such filings disclosed
         by such search, and (b) UCC or PPSA termination statements duly
         executed by all applicable Persons for filing in all applicable
         jurisdictions as may be necessary to terminate any effective UCC or
         PPSA financing statements or fixture filings disclosed in such search
         (other than any such financing statements or fixture filings in respect
         of Liens permitted to remain outstanding pursuant to the terms of this
         Agreement).

                  (ii) UCC and PPSA Financing Statements and Fixture Filings.
         Delivery to Administrative Agent of UCC and PPSA financing statements
         (or the equivalent filings under the laws of Quebec) and, where
         appropriate, fixture filings, duly executed by Company and its
         Subsidiaries with respect to all personal and mixed property Collateral
         of such Loan Party, for filing in all jurisdictions (including Ontario,
         Quebec, Massachusetts and Florida) as may be necessary or, in the
         opinion of Administrative Agent, desirable to perfect the security
         interests created in such Collateral pursuant to the Collateral
         Documents.

                  (iii) Canadian Subsidiary Hypothec. Delivery to Administrative
         Agent of two Canadian Subsidiary Hypothecs duly executed and delivered
         by the Canadian Borrower, one of which shall provide that it secures
         all obligations

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         under the Canadian Subsidiary Demand Note, and one of which shall
         provide that it secures all Obligations of the Canadian Borrower
         hereunder and under the other Loan Documents to which it is a party.

         H. BLOCKED ACCOUNTS. Administrative Agent shall have received a
schedule of all deposit accounts maintained by Company or any of its
Subsidiaries on the Effective Date.

         I. SENIOR DEBT LEVERAGE RATIO. Company shall have delivered to
Administrative Agent an Officers' Certificate demonstrating in reasonable detail
that, on the Effective Date, after giving effect to the transactions
contemplated hereby and the initial borrowings hereunder, the Senior Debt
Leverage Ratio shall not exceed 3.85 to 1.00.

         J. PAYMENT OF AMOUNTS OWED UNDER EXISTING CREDIT AGREEMENT. On the
Effective Date, concurrently with the borrowing and/or conversion of Tranche A
Term Loans, Tranche B Term Loans, and Canadian Term Loans hereunder, Borrowers
shall pay to Administrative Agent for distribution to the Existing Lenders under
the Existing Credit Agreement (i) the portion of the principal amount of all
Existing Canadian Acquisition Loans owed to each Existing Lender that is not
converted into Canadian Term Loans hereunder, (ii) the portion of the principal
amount of any other Existing Loans owed to each Existing Lender that is not
converted into Loans hereunder, (iii) all unpaid interest on the Existing Loans
and commitment fees that have accrued through the Effective Date, (iv) all
unpaid fees and commissions with respect to all Existing Letters of Credit that
have accrued through the Effective Date and (iv) all other fees and amounts owed
under the Existing Credit Agreement, including all amounts payable under
subsection 2.6D thereof, but excluding the principal amount of Existing Loans
that are converted into Loans hereunder. Such amounts shall be paid by the
Administrative Agent to the Existing Lenders in accordance with the provisions
of the Existing Credit Agreement as in effect immediately prior to the
effectiveness hereof. Each Existing Lender that is entitled to payment under
this subsection may setoff such payment against the amount it is required to
remit to Administrative Agent on the Effective Date pursuant to subsection 2.1C.
Following the payment of all amounts owed to the Existing Lenders on the
Effective Date, other than obligations thereunder that are converted into
Obligations hereunder, the promissory notes issued to the Existing Lenders
evidencing the Existing Loans shall be of no further force and effect.

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         K. CALCULATION OF ACQUISITION RESERVES. Company shall have delivered to
Administrative Agent an Officers' Certificate setting forth the calculation of
the US Acquisition Reserve and the Canadian Acquisition Reserve as of the
Effective Date.

         L. FINANCIAL STATEMENTS; PROJECTIONS. On or before the Effective Date,
Lenders shall have received from Company (i) unaudited financial statements of
Holdings and its Subsidiaries as at October 31, 1999, consisting of a balance
sheet and the related consolidated and consolidating statements of income,
stockholders' equity and cash flows for the ten-month period ending on such
date, all in reasonable detail and certified by the chief financial officer of
Holdings that they fairly present in all material respects the financial
condition of Holdings and its Subsidiaries as at the dates indicated and the
results of their operations and their cash flows for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments; (ii) an
unaudited consolidated balance sheet of Holdings and its Subsidiaries as at
October 31, 1999, prepared on a pro forma basis after giving effect to the
transactions contemplated by this Agreement and the Recapitalization Agreement
and consolidated and consolidated statements of income of Holding and its
Subsidiaries on an actual basis and a Pro Forma Basis for the 12 Fiscal Month
period ending October 31, 1999; and (iii) a business plan and projected
consolidated and consolidating financial statements of Company and its
Subsidiaries for the seven-year period after the Effective Date consisting of
consolidated and consolidating balance sheets and the related consolidated and
consolidating statements of income, shareholders' equity and cash flows, all of
which business plans, financial statements and projected financial statements
shall be substantially consistent with any financial statements or projected
financial results for the same periods delivered to Agents prior to their
execution hereof and otherwise in form and substance satisfactory to Agents.

         M. SOLVENCY ASSURANCES. On the Effective Date, Administrative Agent and
Lenders shall have received a Solvency Certificate dated the Effective Date,
substantially in the form of Exhibit XII annexed hereto and with appropriate
attachments, in each case demonstrating that, after giving effect to the
consummation of Recapitalization Agreement, the related financings and the other
transactions contemplated by the Loan Documents and the Related Agreements, each
Borrower will be Solvent.

         N. REVOLVING CREDIT AVAILABILITY. On the Effective Date, the sum of (i)
Company's and its Subsidiaries' cash in their Deposit Accounts plus (ii) the
amount of Revolving Loans that Company would be able to borrow on the Effective
Date, after giving effect to the limitations herein on such availability
(including, without limitation,

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compliance with subsection 7.6), shall, after payment of all Transaction Costs,
be not less than $10,000,000, and Administrative Agent shall have received
evidence satisfactory to it to that effect. There shall be no Revolving Loans
outstanding as of the Effective Date.

         O. EVIDENCE OF INSURANCE. Administrative Agent shall have received a
certificate from Company's insurance broker or other evidence satisfactory to it
that all insurance required to be maintained pursuant to subsection 6.4 is in
full force and effect and that Administrative Agent on behalf of Lenders has
been named as additional insured and/or loss payee thereunder to the extent
required under subsection 6.4.

         P. OPINIONS OF COUNSEL TO LOAN PARTIES. Lenders and their respective
counsel shall have received (i) originally executed copies of one or more
favorable written opinions of Kirkpatrick & Lockhart LLP, US counsel for Loan
Parties, in form and substance reasonably satisfactory to Administrative Agent
and its counsel, dated the Effective Date and setting forth substantially the
matters in the opinions designated in Exhibit IX-A annexed hereto, and as to
such other matters as Administrative Agent acting on behalf of Lenders may
reasonably request and (ii) originally executed copies of one or more favorable
written opinions of Legault Joly and Gowlings, Strathy & Henderson, Canadian
counsel for Loan Parties, in form and substance reasonably satisfactory to
Administrative Agent and its counsel, dated the Effective Date and setting forth
substantially the matters in the opinions designated in Exhibit IX-B annexed
hereto, and as to such other matters as Administrative Agent acting on behalf of
Lenders may reasonably request.

         Q. OPINION OF ADMINISTRATIVE AGENT'S COUNSEL. Lenders shall have
received originally executed copies of one or more favorable written opinions of
O'Melveny & Myers LLP, counsel to Administrative Agent, dated the Effective
Date, substantially in the form of Exhibit X annexed hereto and as to such other
matters as Administrative Agent acting on behalf of Lenders may reasonably
request.

         R. LENDERS' FEES. Company shall have paid to Administrative Agent for
distribution (as appropriate) to Administrative Agent and Lenders, the fees
payable on the Effective Date referred to in subsection 2.3B.

         S. FEES AND EXPENSES OF COUNSEL TO ADMINISTRATIVE AGENT. The fees and
expenses of O'Melveny & Myers LLP, US counsel to Administrative Agent and of
Canadian counsel to Administrative Agent, in connection with the preparation,
negotiation, and closing of the New Loan Documents shall have been paid.

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         T. TRANSACTIONS COSTS. All Transaction Costs shall have been paid and
shall not exceed $12,500,000, and Agents shall have received evidence to their
satisfaction to such effect.

         U. MASTER ASSIGNMENT AGREEMENT. On or before the Effective Date, each
Existing Lender, each Lender, Borrowers, Canadian Subsidiary Guarantors and
Administrative Agent shall have executed and delivered Administrative Agent a
copy of a Master Assignment Agreement substantially in the form of Exhibit XXV
hereto, with appropriate insertions, and all conditions to the effectiveness of
such Master Assignment Agreement (other than the satisfaction of the condition
in this subsection 4.1U) shall have been satisfied.

         V. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS. Company
shall have delivered to Administrative Agent an Officers' Certificate, in form
and substance satisfactory to Administrative Agent, to the effect that the
representations and warranties in Section 5 hereof are true, correct and
complete in all material respects on and as of the Effective Date to the same
extent as though made on and as of that date (or, to the extent such
representations and warranties specifically relate to an earlier date, that such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date) and that Company shall have performed
in all material respects all agreements and satisfied all conditions which this
Agreement provides shall be performed or satisfied by it on or before the
Effective Date except as otherwise disclosed to and agreed to in writing by
Administrative Agent and Requisite Lenders.

         W. COMPLETION OF PROCEEDINGS. All corporate and other proceedings taken
or to be taken in connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by Administrative
Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in
form and substance to Administrative Agent and such counsel, and Administrative
Agent and such counsel shall have received all such counterpart originals or
certified copies of such documents as Administrative Agent may reasonably
request.

         X. EFFECTIVE DATE. The Effective Date shall be on or before December
10, 1999.

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4.2      CONDITIONS TO ALL LOANS.

                  The obligations of Lenders to make Loans on each Funding Date
are subject to the following further conditions precedent:

         A. Administrative Agent shall have received before that Funding Date,
in accordance with the provisions of subsection 2.1B, an originally executed
Notice of Borrowing, in each case signed by the chief executive officer, the
chief financial officer or the treasurer of the applicable Borrower or by any
executive officer of the applicable Borrower designated by any of the
above-described officers on behalf of the applicable Borrower in a writing
delivered to Administrative Agent.

         B. As of that Funding Date:

                  (i) The representations and warranties contained herein and in
         the other Loan Documents shall be true, correct and complete in all
         material respects on and as of that Funding Date to the same extent as
         though made on and as of that date, except to the extent such
         representations and warranties specifically relate to an earlier date,
         in which case such representations and warranties shall have been true,
         correct and complete in all material respects on and as of such earlier
         date;

                  (ii) No event shall have occurred and be continuing or would
         result from the consummation of the borrowing contemplated by such
         Notice of Borrowing that would constitute an Event of Default;

                  (iii) Each Loan Party shall have performed in all material
         respects all agreements and satisfied all conditions which this
         Agreement provides shall be performed or satisfied by it on or before
         that Funding Date;

                  (iv) No order, judgment or decree of any court, arbitrator or
         governmental authority shall purport to enjoin or restrain any Lender
         from making the Loans to be made by it on that Funding Date;

                  (v) The making of the Loans requested on such Funding Date
         shall not violate any law including, without limitation, Regulation T,
         Regulation U or Regulation X of the Board of Governors of the Federal
         Reserve System; and

                  (vi) There shall not be pending or, to the knowledge of any
         Borrower, threatened, any action, suit, proceeding, governmental
         investigation or arbitration

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         against or affecting Company or any of its Subsidiaries or any property
         of Company or any of its Subsidiaries that has not been disclosed by
         Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the
         making of the last preceding Loans (or, in the case of the initial
         Loans, prior to the execution of this Agreement), and there shall have
         occurred no development not so disclosed in any such action, suit,
         proceeding, governmental investigation or arbitration so disclosed,
         that, in either event, in the opinion of Administrative Agent or of
         Requisite Lenders, could reasonably be expected to have a Material
         Adverse Effect; and no injunction or other restraining order shall have
         been issued and no hearing to cause an injunction or other restraining
         order to be issued shall be pending or noticed with respect to any
         action, suit or proceeding seeking to enjoin or otherwise prevent the
         consummation of, or to recover any damages or obtain relief as a result
         of, the transactions contemplated by this Agreement or the making of
         Loans hereunder.

4.3      CONDITIONS TO LETTERS OF CREDIT.

                  The issuance of any Letter of Credit hereunder (whether or not
the applicable Issuing Lender is obligated to issue such Letter of Credit) is
subject to the following conditions precedent:

         A. On or before the date of issuance of the initial Letter of Credit
pursuant to this Agreement, the Effective Date shall have occurred.

         B. On or before the date of issuance of such Letter of Credit,
Administrative Agent shall have received, in accordance with the provisions of
subsection 3.1B(i), an originally executed Notice of Issuance of Letter of
Credit, in each case signed by the chief executive officer, the chief financial
officer or the treasurer of Company or by any executive officer of Company
designated by any of the above-described officers on behalf of Company in a
writing delivered to Administrative Agent, together with all other information
specified in subsection 3.1B(i) and such other documents or information as the
applicable Issuing Lender may reasonably require in connection with the issuance
of such Letter of Credit.

         C. On the date of issuance of such Letter of Credit, all conditions
precedent described in subsection 4.2B shall be satisfied to the same extent as
if the issuance of such Letter of Credit were the making of a Loan and the date
of issuance of such Letter of Credit were a Funding Date.

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SECTION 5.        BORROWERS' REPRESENTATIONS AND WARRANTIES

                  In order to induce Lenders to enter into this Agreement and to
make the Loans, to induce Issuing Lenders to issue Letters of Credit and to
induce other Lenders to purchase participations therein, each Borrower
represents and warrants to each Lender, on the date of this Agreement, on each
Funding Date and on the date of issuance of each Letter of Credit, that the
following statements are true, correct and complete:

5.1      ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS AND
SUBSIDIARIES.

         A. ORGANIZATION AND POWERS. Each Loan Party is a corporation or
partnership duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation or organization as specified in Schedule
5.1 annexed hereto, except for Loan Parties that cease to be in good standing to
the extent permitted by Section 6.2. Each Loan Party has all requisite corporate
power and authority to own and operate its properties, to carry on its business
as now conducted and as proposed to be conducted, to enter into the Loan
Documents and Related Agreements to which it is a party and to carry out the
transactions contemplated thereby.

         B. QUALIFICATION AND GOOD STANDING. Each Loan Party is qualified to do
business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing has not
had and will not have a Material Adverse Effect.

         C. CONDUCT OF BUSINESS. Holdings and its Subsidiaries are engaged only
in the businesses permitted to be engaged in pursuant to subsection 7.14.

         D. SUBSIDIARIES. All of the Subsidiaries of Company are identified in
Schedule 5.1 annexed hereto, as said Schedule 5.1 may be supplemented from time
to time pursuant to the provisions of subsection 6.1(xvii). The capital stock of
each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto
(as so supplemented) is duly authorized, validly issued, fully paid and
nonassessable and none of such capital stock constitutes Margin Stock. Each of
the Subsidiaries of Company identified in Schedule 5.1 annexed hereto (as so
supplemented) is a corporation duly organized, validly existing and in good
standing under the laws of its respective jurisdiction of incorporation set
forth therein, has all requisite corporate power and authority to own and
operate its properties and to carry on its business as now conducted and as
proposed to be

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conducted, and is qualified to do business and in good standing in every
jurisdiction where its assets are located and wherever necessary to carry out
its business and operations, in each case except where failure to be so
qualified or in good standing or a lack of such corporate power and authority
has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed
hereto (as so supplemented) correctly sets forth the ownership interest of
Company and each of its Subsidiaries in each of the Subsidiaries of Company
identified therein.

5.2      AUTHORIZATION OF BORROWING, ETC.

         A. AUTHORIZATION OF BORROWING. The execution, delivery and performance
of the Loan Documents and the Related Agreements have been duly authorized by
all necessary corporate action on the part of each Loan Party that is a party
thereto.

         B. NO CONFLICT. The execution, delivery and performance by Loan Parties
of the Loan Documents and the Related Agreements to which they are parties and
the consummation of the transactions contemplated by the Loan Documents and such
Related Agreements do not and will not (i) violate any provision of any law or
any governmental rule or regulation applicable to Holdings or any of its
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Holdings
or any of its Subsidiaries or any order, judgment or decree of any court or
other agency of government binding on Holdings or any of its Subsidiaries, (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any material Contractual Obligation of Holdings or
any of its Subsidiaries, (iii) result in or require the creation or imposition
of any Lien upon any of the properties or assets of Holdings or any of its
Subsidiaries (other than any Liens created under any of the Loan Documents in
favor of Administrative Agent on behalf of Lenders), or (iv) require any
approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of Holdings or any of its Subsidiaries, except for such
approvals or consents which will be obtained on or before the Effective Date and
disclosed in writing to Lenders.

         C. GOVERNMENTAL CONSENTS. The execution, delivery and performance by
Loan Parties of the Loan Documents and the Related Agreements to which they are
parties and the consummation of the transactions contemplated by the Loan
Documents and such Related Agreements do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any US federal, Canadian federal, state, provincial or other
governmental authority or regulatory body, except for (i) filings or recordings
contemplated by subsection 5.16A and (ii) as may be required, in

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connection with the disposition of any Pledged Collateral, by laws generally
affecting the offering and sale of securities.

         D. BINDING OBLIGATION. Each of the Loan Documents and Related
Agreements has been duly executed and delivered by each Loan Party that is a
party thereto and is the legally valid and binding obligation of such Loan
Party, enforceable against such Loan Party in accordance with its respective
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors' rights generally
or by equitable principles relating to enforceability.

         E. VALID ISSUANCE OF HOLDINGS COMMON STOCK AND HOLDINGS PREFERRED
STOCK. The Holdings Common Stock and Holdings Preferred Stock has been duly and
validly issued, fully paid and nonassessable. No stockholder of Holdings has or
will have any preemptive rights to subscribe for any additional equity
Securities of Holdings, except as contemplated by the Recapitalization
Agreement. The issuance and sale of such Holdings Common Stock and Holdings
Preferred Stock, upon such issuance and sale, will either (a) have been
registered or qualified under applicable federal and state securities laws or
(b) be exempt therefrom.

5.3      FINANCIAL CONDITION.

         A. FINANCIAL STATEMENTS. Company has heretofore delivered to Lenders,
at Lenders' request, the following financial statements and information: (i) the
audited financial statements of Holdings and its Subsidiaries as of December 31,
1998, consisting of a balance sheet and the related consolidated and
consolidating statements of income, stockholders' equity and cash flows for the
fiscal year-to-date period ending on such date, stockholders' equity and cash
flows of Holdings and its Subsidiaries for the Fiscal Year then ended; (ii) the
unaudited consolidated and consolidating balance sheets of Holdings and its
Subsidiaries as at September 30, 1999 and the related unaudited consolidated and
consolidating statements of income, stockholders' equity and cash flows of
Holdings and its Subsidiaries for the nine months then ended; and (iii) the
unaudited consolidated balance sheet of Holdings and its Subsidiaries as at
October 31, 1999, prepared on a pro forma basis after giving effect to the
transactions contemplated by this Agreement and the Recapitalization Agreement
and consolidated and consolidated statements of income of Holding and its
Subsidiaries on an actual basis and a Pro Forma Basis for the 12 Fiscal Month
period ending October 31, 1999. All such statements were prepared in conformity
with GAAP (except for year-end adjustments and the absence of footnotes in case
of unaudited financial statements). All such statements fairly present, in all
material respects, the financial position (on a consolidated basis) of the
entities described in such

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financial statements as at the respective dates thereof and the results of
operations and cash flows (on a consolidated basis) of the entities described
therein for each of the periods then ended. Neither Company nor any of its
Subsidiaries has (and will not have following the Effective Date) any Contingent
Obligation, contingent liability or liability for taxes, long-term lease or
unusual forward or long-term commitment that is not reflected in the foregoing
financial statements or the notes thereto and which in any such case is material
in relation to the business, operations, properties, assets, condition
(financial or otherwise) or prospects of Company and any of its Subsidiaries,
taken as a whole.

         B. EXISTING INDEBTEDNESS AND CAPITAL LEASES. Part I of Schedule 7.1
hereto correctly describes all Indebtedness owed by Company and its Subsidiaries
on the Effective Date, including the principal amount thereof, interest rate
payable thereon, scheduled payment dates, and the names of the obligors and
payees. Part II of Schedule 7.1 hereto correctly describes all Capital Leases to
which Company or any of its Subsidiaries is a party as lessee on the Effective
Date, including the term thereof, principal amount thereof, annual rental
obligations, and the names of the lessors and lessees.

         C. EXISTING CONTINGENT OBLIGATIONS. Schedule 7.4 hereto correctly
describes all Contingent Obligations owed by Company and its Subsidiaries on the
Effective Date, including the amount thereof, scheduled payment dates thereof or
of the obligation supported thereby, and the names of the obligors and payees.

         D. PRO FORMA ADJUSTMENTS FOR EXISTING ACQUIRED BUSINESSES. The
adjustments set forth on Schedule 1.1P hereto to the Consolidated EBITDA for the
12 Fiscal Month preceding the Effective Date attributable to the property or
business acquired in each Permitted Acquisition consummated before the Effective
Date consist solely of exclusions of excess owner's compensation and clearly
identified non-recurring or one-time charges actually incurred by such property
or business during the portion of such period preceding the consummation of such
Permitted Acquisition that are reasonably expected to be eliminated following
the consummation of such Permitted Acquisition.

5.4      NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS.

         Since December 31, 1998, no event or change has occurred that has
caused or evidences, either in any case or in the aggregate, a Material Adverse
Effect. Neither Company nor any of its Subsidiaries has directly or indirectly
declared, ordered, paid or

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made, or set apart any sum or property for, any Restricted Junior Payment or
agreed to do so except as permitted by subsection 7.5.

5.5      TITLE TO PROPERTIES; LIENS; REAL PROPERTY.

         A. TITLE TO PROPERTIES; LIENS. Company and its Subsidiaries have (i)
good, sufficient and legal title to (in the case of fee interests in real
property), (ii) valid leasehold interests in (in the case of leasehold interests
in real or personal property), or (iii) good title to (in the case of all other
personal property), all of their respective properties and assets reflected in
the financial statements referred to in subsection 5.3 or in the most recent
financial statements delivered pursuant to subsection 6.1, in each case except
for assets disposed of since the date of such financial statements in the
ordinary course of business or as otherwise permitted under subsection 7.7.
Except as permitted by this Agreement, all such properties and assets are free
and clear of Liens.

         B. REAL PROPERTY. As of the Effective Date, Schedule 5.5 annexed hereto
contains a true, accurate and complete list of (i) all Fee Properties and (ii)
all leases, subleases or assignments of leases (together with all amendments,
modifications, supplements, renewals or extensions of any thereof) affecting
each Real Property Asset of any Loan Party, regardless of whether such Loan
Party is the landlord (whether directly or as an assignee or successor in
interest) under such lease, sublease or assignment. Except as specified in
Schedule 5.5 annexed hereto, each agreement listed in clause (ii) of the
immediately preceding sentence is in full force and effect and neither Company
nor the Canadian Borrower has any knowledge of any default that has occurred and
is continuing thereunder, and each such agreement constitutes the legally valid
and binding obligation of each applicable Loan Party, enforceable against such
Loan Party in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles.

5.6      LITIGATION; ADVERSE FACTS.

                  Except as set forth in Schedule 5.6 annexed hereto, there are
no actions, suits, proceedings, arbitrations or governmental investigations
(whether or not purportedly on behalf of Company or any of its Subsidiaries) at
law or in equity, or before or by any United States federal, Canadian federal,
state, provincial, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign (including any
Environmental Claims) that are pending or, to the knowledge of Company,
threatened against or affecting Company or any of its

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Subsidiaries or any property of Company or any of its Subsidiaries and that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. Neither Company nor any of its Subsidiaries (i) is in
violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, or (ii) is subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules or regulations of any court
or any United States federal, Canadian federal, state, provincial, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect.

5.7      PAYMENT OF TAXES.

                  Except to the extent permitted by subsection 6.3, all tax
returns and reports of Company and its Subsidiaries required to be filed by any
of them have been timely filed, and all taxes shown on such tax returns to be
due and payable and all assessments, fees and other governmental charges upon
Company and its Subsidiaries and upon their respective properties, assets,
income, businesses and franchises which are due and payable have been paid when
due and payable. Company knows of no proposed tax assessment against Company or
any of its Subsidiaries seeking an amount in excess of $10,000 which is not
being actively contested by Company or such Subsidiary in good faith and by
appropriate proceedings; provided that such reserves or other appropriate
provisions, if any, as shall be required in conformity with GAAP shall have been
made or provided therefor.

5.8      PERFORMANCE OF AGREEMENTS; MATERIALLY ADVERSE AGREEMENTS; MATERIAL
CONTRACTS.

         A. Neither Company nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any of its Contractual Obligations, and no condition
exists that, with the giving of notice or the lapse of time or both, would
constitute such a default, except where the consequences, direct or indirect, of
such default or defaults, if any, would not have a Material Adverse Effect.

         B. Neither Company nor any of its Subsidiaries is a party to or is
otherwise subject to any agreements or instruments or any charter or other
internal restrictions which, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.

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         C. Schedule 5.8 contains a true, correct and complete list of all the
Material Contracts in effect on the Effective Date. Except as described on
Schedule 5.8, all such Material Contracts are in full force and effect and no
material defaults currently exist thereunder.

5.9      GOVERNMENTAL REGULATION.

                  Neither Company nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or
under any other United States federal, Canadian federal, state or provincial
statute or regulation which may limit its ability to incur Indebtedness or which
may otherwise render all or any portion of the Obligations unenforceable.

5.10     SECURITIES ACTIVITIES.

         A. Neither Company nor any of its Subsidiaries is engaged principally,
or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying any Margin Stock.

         B. Following application of the proceeds of each Loan, not more than
25% of the value of the assets (either of Company only or of Company and its
Subsidiaries on a consolidated basis) subject to the provisions of subsection
7.2 or 7.7 or subject to any restriction contained in any agreement or
instrument, between Company and Canadian Borrower and any Lender or any
Affiliate of any Lender, relating to Indebtedness and within the scope of
subsection 8.2, will be Margin Stock.

5.11     EMPLOYEE BENEFIT PLANS.

         A. Company, each of its Subsidiaries and each of their respective ERISA
Affiliates are in compliance with all applicable provisions and requirements of
ERISA and the regulations and published interpretations thereunder with respect
to each Employee Benefit Plan, and have performed all their obligations under
each Employee Benefit Plan. Each Employee Benefit Plan which is intended to
qualify under Section 401(a) of the Internal Revenue Code is so qualified.

         B. No ERISA Event has occurred or is reasonably expected to occur.

         C. Except to the extent required under Section 4980B of the Internal
Revenue Code or except as set forth in Schedule 5.11 annexed hereto, no Employee
Benefit Plan

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provides health or welfare benefits (through the purchase of insurance or
otherwise) for any retired or former employee of Company, any of its
Subsidiaries or any of their respective ERISA Affiliates.

         D. Each Canadian Plan is in compliance in all material respects with
all applicable law; neither Company nor its Subsidiaries has incurred any
material liability to any Canadian Plan, whether on account of any failure to
meet the contribution or minimum funding requirements applicable thereto, or
relating to the administration or termination of any Canadian Plan and no event
has occurred and no condition exists which presents a material risk that the
Company or its Subsidiaries will incur liabilities on account of the foregoing
circumstances which are material in the aggregate.

         E. No Canadian Plan is a Deficient Canadian Plan.

         F. There are no Pension Plans.

         G. There are no Multiemployer Plans.

5.12     CERTAIN FEES.

                  Except as disclosed in writing to Administrative Agent before
the date hereof and agreed to by Administrative Agent, no broker's or finder's
fee or commission will be payable with respect to this Agreement or any of the
transactions contemplated hereby, and Borrowers hereby jointly and severally
indemnifies Lenders against, and agrees that it will hold Lenders harmless from,
any claim, demand or liability for any such broker's or finder's fees alleged to
have been incurred in connection herewith or therewith and any expenses
(including reasonable fees, expenses and disbursements of counsel) arising in
connection with any such claim, demand or liability.

5.13     ENVIRONMENTAL PROTECTION.

                  Except as set forth in Schedule 5.13 annexed hereto:

                  (i) neither Company nor any of its Subsidiaries nor any of
         their respective Facilities or operations are subject to any
         outstanding written order, consent decree or settlement agreement with
         any Person relating to (a) any Environmental Law, (b) any Environmental
         Claim, or (c) any Hazardous Materials Activity that, individually or in
         the aggregate, could reasonably be expected to have a Material Adverse
         Effect;

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            (ii) neither Company nor any of its Subsidiaries has received any
      letter or request for information under Section 104 of the Comprehensive
      Environmental Response, Compensation, and Liability Act
      (42 USC. Section 9604) or any comparable state law;

            (iii) there are and, to Company's knowledge, have been no
      conditions, occurrences, or Hazardous Materials Activities which could
      reasonably be expected to form the basis of an Environmental Claim against
      Company or any of its Subsidiaries that, individually or in the aggregate,
      could reasonably be expected to have a Material Adverse Effect;

            (iv) neither Company nor any of its Subsidiaries nor, to Company's
      knowledge, any predecessor of Company or any of its Subsidiaries, has
      filed at any time (or, in the case of Subsidiaries acquired after the date
      hereof, any time after the date of acquisition) any notice under any
      Environmental Law indicating past or present treatment of Hazardous
      Materials at any Facility, and none of Company's or any of its
      Subsidiaries' operations involves the generation, transportation,
      treatment, storage or disposal of hazardous waste, as defined under 40
      C.F.R. Parts 260-270 or any state or provincal equivalent;

            (v) compliance with all current or reasonably foreseeable future
      requirements pursuant to or under Environmental Laws will not,
      individually or in the aggregate, have a reasonable possibility of giving
      rise to a Material Adverse Effect.

            Notwithstanding anything in this subsection 5.13 to the contrary, no
event or condition has occurred or is occurring with respect to Company or any
of its Subsidiaries relating to any Environmental Law, any Release of Hazardous
Materials, or any Hazardous Materials Activity, including any matter disclosed
on Schedule 5.13 annexed hereto, which individually or in the aggregate has had
or could reasonably be expected to have a Material Adverse Effect.

5.14  EMPLOYEE MATTERS.

      A. There is no strike or work stoppage in existence or, to its knowledge,
threatened involving Company or any of its Subsidiaries that could reasonably be
expected to have a Material Adverse Effect.


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      B. Company and its Subsidiaries are in compliance in all material respects
with all requirements of the Federal Occupational Safety and Health Act (29 USC
Sections 651 et seq.), as amended.

5.15  SOLVENCY.

            Each Loan Party is Solvent on the date hereof.

5.16  MATTERS RELATING TO COLLATERAL.

      A. CREATION, PERFECTION AND PRIORITY OF LIENS. The execution and delivery
of the Collateral Documents by Loan Parties, together with (i) the actions taken
on or prior to the date hereof pursuant to the Original Credit Agreement, the
First Restated Credit Agreement, the Existing Credit Agreement, and subsections
4.1G, 6.8 and 6.9 of this Agreement and (ii) the delivery to Administrative
Agent of any Pledged Collateral not delivered to Administrative Agent at the
time of execution and delivery of the applicable Collateral Document (all of
which Pledged Collateral has been so delivered) are effective to create in favor
of Administrative Agent for the benefit of Lenders, as security for the
respective Secured Obligations (as defined in the applicable Collateral Document
in respect of any Collateral), a valid and perfected First Priority Lien on all
of the Collateral, and all filings and other actions necessary or desirable to
perfect and maintain the perfection and First Priority status of such Liens have
been duly made or taken and remain in full force and effect, other than the
filing of any UCC or PPSA financing statements (or equivalent filings required
under the laws of Quebec) delivered to Administrative Agent for filing (but not
yet filed) and the periodic filing of UCC or PPSA continuation statements (or
equivalent filings required under the laws of Quebec) in respect of UCC or PPSA
financing statements filed by or on behalf of Administrative Agent.

      B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required for either (i) the pledge or grant by any Loan Party of the
Liens purported to be created in favor of Administrative Agent pursuant to any
of the Collateral Documents or (ii) the exercise by Administrative Agent of any
rights or remedies in respect of any Collateral (whether specifically granted or
created pursuant to any of the Collateral Documents or created or provided for
by applicable law), except for (a) filings or recordings contemplated by
subsection 5.16A, (b) as may be required, in connection with the disposition of
any Pledged Collateral, by laws generally affecting the offering and sale of
securities and restrictions on the ownership of shares of METC), and (c) the
filing


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of a prior notice required by applicable law before exercising any hypothecary
rights granted under the Canadian Subsidiary Hypothecs.

      C. ABSENCE OF THIRD-PARTY FILINGS. Except such as may have been filed in
favor of Administrative Agent as contemplated by subsection 5.16A or in respect
of any Lien permitted by subsection 7.2, (i) no effective UCC or PPSA financing
statement, or equivalent filings under the laws of the Province of Quebec,
fixture filing or other instrument similar in effect covering all or any part of
the Collateral is on file in any filing or recording office in the United
States, any state, Canada, or any province thereof and (ii) no effective filing
covering all or any part of the Collateral is on file in the United States
Patent and Trademark Office or the Canada Trademark Office.

      D. MARGIN REGULATIONS. The pledge of the Pledged Collateral pursuant to
the Collateral Documents does not violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System.

      E. INFORMATION REGARDING COLLATERAL. All information supplied to
Administrative Agent by or on behalf of any Loan Party with respect to any of
the Collateral (in each case taken as a whole with respect to any particular
Collateral) is accurate and complete in all material respects.

5.17  RELATED AGREEMENTS.

      A. DELIVERY OF RELATED AGREEMENTS. The Borrowers have delivered to Lenders
complete and correct copies of each Related Agreement and of all exhibits and
schedules thereto.

      B. SELLERS' WARRANTIES. Except to the extent otherwise set forth herein or
in the schedules hereto, each of the representations and warranties given in the
Acquisition Agreements by the respective sellers thereunder to Company or its
Subsidiaries is true and correct in all material respects as of the date of such
Acquisition Agreement (or as of any earlier date to which such representation
and warranty specifically relates) in each case subject to the qualifications
set forth in the schedules to the Acquisition Agreements.

      C. WARRANTIES OF COMPANY. Subject to the qualifications set forth therein,
each of the representations and warranties given in the Acquisition Agreements
by the Loan Parties to the respective sellers thereunder is true and correct in
all material respects as of the date made in such Acquisition Agreement.


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      D. SURVIVAL. Notwithstanding anything in any Acquisition Agreement to the
contrary, the representations and warranties of Borrowers set forth in
subsections 5.17B and 5.17C shall, solely for purposes of this Agreement,
survive the Effective Date for the benefit of Lenders.

5.18  DISCLOSURE.

            No representation or warranty of Company or any of its Subsidiaries
contained in any Loan Document or Related Agreement or in any other document,
certificate or written statement furnished to Lenders by or on behalf of Company
or any of its Subsidiaries for use in connection with the transactions
contemplated by this Agreement contains any untrue statement of a material fact
or omits to state a material fact (known to Company, in the case of any document
not furnished by it) necessary in order to make the statements contained herein
or therein not misleading in light of the circumstances in which the same were
made. Any projections and pro forma financial information contained in such
materials are based upon good faith estimates and assumptions believed by
Borrowers to be reasonable at the time made, it being recognized by Lenders that
such projections as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any such projections may
differ from the projected results. There are no facts known (or which should
upon the reasonable exercise of diligence be known) to Borrowers (other than
matters of a general economic nature) that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect and that
have not been disclosed herein or in such other documents, certificates and
statements furnished to Lenders for use in connection with the transactions
contemplated hereby.

5.19  SURVIVAL OF RIGHTS CREATED UNDER EXISTING CREDIT AGREEMENT.

            Notwithstanding the modification or deletion of certain
representations and warranties of Company contained in the Original Credit
Agreement, the First Restated Credit Agreement, and the Existing Credit
Agreement (including, without limitation, the deletion of representations and
warranties as to the future consequences of certain events which occurred prior
to the date of this Agreement), Company acknowledges and agrees that any choses
in action or other rights created in favor of any Lender and their respective
successors and assigns arising out of the representations and warranties of
Company contained in or delivered (including representations and warranties
delivered in connection with the making of loans thereunder) in connection with
the Original Credit Agreement, the First Restated Credit Agreement or the
Existing Credit Agreement shall survive the execution and delivery of this
Agreement. Company


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and Lenders acknowledge that certain representations and warranties made by
Company under the Original Credit Agreement, the First Restated Credit Agreement
and the Existing Credit Agreement (including representations and warranties as
to the future consequences of certain events which occurred prior to the date of
this Agreement) were made subject to changes in the facts and conditions on
which such representations and warranties were based, which such changes were
permitted or required under the Original Credit Agreement, the First Restated
Credit Agreement, the Existing Credit Agreement or this Agreement and any such
representations and warranties incorporated herein are so incorporated subject
to such changes permitted or required under the Original Credit Agreement, the
First Restated Credit Agreement, the Existing Credit Agreement or this
Agreement.

SECTION 6.  BORROWERS' AFFIRMATIVE COVENANTS

            Each Borrower covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all of
the Loans and other Obligations and the cancellation or expiration of all
Letters of Credit, unless Requisite Lenders shall otherwise give prior written
consent, such Borrower shall perform, and shall cause each of its Subsidiaries
to perform, all covenants in this Section 6.

6.1   FINANCIAL STATEMENTS AND OTHER REPORTS.

            Borrowers will maintain, and cause each of their Subsidiaries to
maintain, a system of accounting established and administered in accordance with
sound business practices to permit preparation of financial statements in
conformity with GAAP. Borrowers will deliver to Administrative Agent and
Lenders:

            (i) Monthly Financials: as soon as available and in any event within
      30 days after the end of each Fiscal Month, (a) the consolidated balance
      sheet and statement of cash flows of Holdings and its Subsidiaries, the
      consolidated balance sheet and statement of cash flows of Company and its
      Subsidiaries, and the consolidated balance sheet and statement of cash
      flows of the Canadian Borrower and its Subsidiaries as at the end of such
      Fiscal Month, and the related consolidated and consolidating statement of
      income of Holdings and its Subsidiaries (including consolidated statements
      of Company and its Subsidiaries) for such Fiscal Month, for the period
      from the beginning of the then current Fiscal Year to the end of such
      Fiscal Month, and for the 12 Fiscal Month period ending at the end of such
      Fiscal Month, setting forth in each case in comparative form the


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      corresponding figures on a Pro Forma Basis, the corresponding figures for
      the corresponding periods of the previous Fiscal Year and the
      corresponding figures from the Financial Plan for the current Fiscal Year,
      to the extent prepared on a monthly basis, all in reasonable detail and
      certified by the chief financial officer of Holdings that they fairly
      present, in all material respects, the financial condition of Holdings and
      its Subsidiaries as at the dates indicated and the results of their
      operations and their cash flows for the periods indicated, subject to
      changes resulting from audit and normal year-end adjustments, and (b) a
      narrative report describing the operations of Holdings and its
      Subsidiaries in the form prepared for presentation to senior management
      for such Fiscal Month and for the period from the beginning of the then
      current Fiscal Year to the end of such Fiscal Month;

            (ii) Quarterly Financials: as soon as available and in any event
      within 45 days after the end of each Fiscal Quarter (other than the last
      Fiscal Quarter of each Fiscal Year), (a) the consolidated balance sheet
      and statements of stockholders' equity and cash flows of Holdings and its
      Subsidiaries, the consolidated balance sheet and statements of
      stockholders' equity and cash flows of Company and its Subsidiaries, and
      the consolidated balance sheet and statements of stockholders' equity and
      cash flows of the Canadian Borrower and its Subsidiaries as at the end of
      such Fiscal Quarter, and the related consolidated and consolidating
      statement of income of Holdings and its Subsidiaries (including
      consolidated statements of Company and its Subsidiaries) for such Fiscal
      Quarter, for the period from the beginning of the then current Fiscal Year
      to the end of such Fiscal Quarter, and for the four Fiscal Quarter period
      at the end of such Fiscal Quarter, ending setting forth in each case in
      comparative form the corresponding figures on a Pro Forma Basis, the
      corresponding figures for the corresponding periods of the previous Fiscal
      Year and the corresponding figures from the Financial Plan for the current
      Fiscal Year, all in reasonable detail and certified by the chief financial
      officer of Holdings that they fairly present, in all material respects,
      the financial condition of Holdings and its Subsidiaries as at the dates
      indicated and the results of their operations and their cash flows for the
      periods indicated, subject to changes resulting from audit and normal
      year-end adjustments, and (b) a narrative report describing the operations
      of Holdings and its Subsidiaries in the form prepared for presentation to
      senior management for such Fiscal Quarter and for the period from the
      beginning of the then current Fiscal Year to the end of such Fiscal
      Quarter;


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            (iii) Year-End Financials: as soon as available and in any event
      within 90 days after the end of each Fiscal Year, (a) the consolidated
      balance sheet and statements of stockholders' equity and cash flows of
      Holdings and its Subsidiaries, the consolidated balance sheet and
      statements of stockholders' equity and cash flows of Company and its
      Subsidiaries, and the consolidated balance sheet and statements
      stockholders' equity and cash flows of the Canadian Borrower and its
      Subsidiaries as at the end of such Fiscal Year, and the related
      consolidated and consolidating statement of income of Holdings and its
      Subsidiaries (including consolidated statements of Company and its
      Subsidiaries) for such Fiscal Year, setting forth in each case in
      comparative form the corresponding figures on a Pro Forma Basis, the
      corresponding figures for the previous Fiscal Year and the corresponding
      figures from the Financial Plan for the Fiscal Year covered by such
      financial statements, all in reasonable detail and certified by the chief
      financial officer of Holdings that they fairly present, in all material
      respects, the financial condition of Holdings and its Subsidiaries as at
      the dates indicated and the results of their operations and their cash
      flows for the periods indicated, (b) a narrative report describing the
      operations of Holdings and its Subsidiaries in the form prepared for
      presentation to senior management for such Fiscal Year, and (c) in the
      case of such consolidated financial statements, a report thereon of KPMG
      Peat Marwick, LLC or other independent certified public accountants of
      recognized national standing selected by Holdings and Company and
      satisfactory to Requisite Lenders, which report shall be unqualified,
      shall express no doubts about the ability of Holdings and its Subsidiaries
      to continue as a going concern, and shall state that such consolidated
      financial statements fairly present, in all material respects, the
      consolidated financial position of Holdings and its Subsidiaries as at the
      dates indicated and the results of their operations and their cash flows
      for the periods indicated in conformity with GAAP applied on a basis
      consistent with prior years (except as otherwise disclosed in such
      financial statements) and that the examination by such accountants in
      connection with such consolidated financial statements has been made in
      accordance with generally accepted auditing standards;

            (iv) Officers' and Compliance Certificates: together with each
      delivery of financial statements of Company and its Subsidiaries pursuant
      to subdivisions (i), (ii) and (iii) above, (a) an Officers' Certificate of
      Company stating that the signers have reviewed the terms of this Agreement
      and have made, or caused to be made under their supervision, a review in
      reasonable detail of the transactions and condition of Company and its
      Subsidiaries during the accounting


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      period covered by such financial statements and that such review has not
      disclosed the existence during or at the end of such accounting period,
      and that the signers do not have knowledge of the existence as at the date
      of such Officers' Certificate, of any condition or event that constitutes
      an Event of Default or, if any such condition or event existed or exists,
      specifying the nature and period of existence thereof and what action
      Company has taken, is taking and proposes to take with respect thereto;
      and (b) a Compliance Certificate demonstrating in reasonable detail
      compliance during and at the end of the applicable accounting periods with
      the restrictions contained in Section 7;

            (v) Reconciliation Statements: if, as a result of any change in
      accounting principles and policies from those used in the preparation of
      the audited financial statements referred to in subsection 5.3, the
      consolidated financial statements of Company and its Subsidiaries
      delivered pursuant to subdivisions (i), (ii), (iii) or (xiii) of this
      subsection 6.1 will differ in any material respect from the consolidated
      financial statements that would have been delivered pursuant to such
      subdivisions had no such change in accounting principles and policies been
      made, then (a) together with the first delivery of financial statements
      pursuant to subdivision (i), (ii), (iii) or (xiii) of this subsection 6.1
      following such change, consolidated financial statements of Company and
      its Subsidiaries for (y) the current Fiscal Year to the effective date of
      such change and (z) the two full Fiscal Years immediately preceding the
      Fiscal Year in which such change is made, in each case prepared on a pro
      forma basis as if such change had been in effect during such periods, and
      (b) together with each delivery of financial statements pursuant to
      subdivision (i), (ii), (iii) or (xiii) of this subsection 6.1 following
      such change, a written statement of the chief accounting officer or chief
      financial officer of Company setting forth the differences (including
      without limitation any differences that would affect any calculations
      relating to the financial covenants set forth in subsection 7.6) which
      would have resulted if such financial statements had been prepared without
      giving effect to such change;

            (vi) Accountants' Certification: together with each delivery of
      consolidated financial statements of Company and its Subsidiaries pursuant
      to subdivision (iii) above, a written statement by the independent
      certified public accountants giving the report thereon (a) stating that
      their audit examination has included a review of the terms of this
      Agreement and the other Loan Documents as they relate to accounting
      matters, (b) stating whether, in connection with their audit examination,
      any condition or event that constitutes an Event of Default has


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      come to their attention and, if such a condition or event has come to
      their attention, specifying the nature and period of existence thereof;
      provided that such accountants shall not be liable by reason of any
      failure to obtain knowledge of any such Event of Default that would not be
      disclosed in the course of their audit examination, and (c) stating that
      based on their audit examination nothing has come to their attention that
      causes them to believe either or both that the information contained in
      the certificates delivered therewith pursuant to subdivision (iv) above is
      not correct or that the matters set forth in the Compliance Certificates
      delivered therewith pursuant to clause (b) of subdivision (iv) above for
      the applicable Fiscal Year are not stated in accordance with the terms of
      this Agreement;

            (vii) Accountants' Reports: promptly upon receipt thereof (unless
      restricted by applicable professional standards), copies of all reports
      submitted to Company by independent certified public accountants in
      connection with each annual, interim or special audit of the financial
      statements of Company and its Subsidiaries made by such accountants,
      including, without limitation, any comment letter submitted by such
      accountants to management in connection with their annual audit; provided,
      however, that Company shall not be required to deliver to Administrative
      Agent any such reports unless such reports involve matters that have not
      been fully resolved by management of Company;

            (viii) SEC Filings and Press Releases: promptly upon their becoming
      available, copies of (a) all financial statements, reports, notices and
      proxy statements sent or made available generally by Company to its
      security holders or by any Subsidiary of Company to its security holders
      other than Company or another Subsidiary of Company, (b) all regular and
      periodic reports and all registration statements (other than on Form S-8
      or a similar form) and prospectuses, if any, filed by Company or any of
      its Subsidiaries with any securities exchange or with the Securities and
      Exchange Commission or any governmental or private regulatory authority,
      and (c) all press releases and other statements made available generally
      by Company or any of its Subsidiaries to the public concerning material
      developments in the business of Company or any of its Subsidiaries;

            (ix) Events of Default, etc.: promptly upon any president, vice
      president, chief financial officer, assistant treasurer, or other senior
      officer of any Borrower obtaining knowledge (a) of any condition or event
      that constitutes an Event of Default, or becoming aware that any Lender
      has given any notice (other


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      than to Administrative Agent) or taken any other action with respect to a
      claimed Event of Default, (b) that any Person has given any notice to
      Company or any of its Subsidiaries or taken any other action with respect
      to a claimed default or event or condition of the type referred to in
      subsection 8.2, (c) of any condition or event that would be required to be
      disclosed in a current report filed by Company with the Securities and
      Exchange Commission on Form 8-K (Items 1, 2, 4, 5 and 6 of such Form as in
      effect on the date hereof) if Company were required to file such reports
      under the Exchange Act, or (d) of the occurrence of any event or change
      that has caused or evidences, either in any case or in the aggregate, a
      Material Adverse Effect, an Officers' Certificate specifying the nature
      and period of existence of such condition, event or change, or specifying
      the notice given or action taken by any such Person and the nature of such
      claimed Event of Default, default, event or condition, and what action
      Company has taken, is taking and proposes to take with respect thereto;

            (x) Litigation or Other Proceedings: promptly upon any officer of
      any Borrower obtaining knowledge of (X) the institution of, or
      non-frivolous threat of, any action, suit, proceeding (whether
      administrative, judicial or otherwise), governmental investigation or
      arbitration against or affecting Company or any of its Subsidiaries or any
      property of Company or any of its Subsidiaries (collectively,
      "PROCEEDINGS") not previously disclosed in writing by Borrowers to Lenders
      or (Y) any material development in any Proceeding that, in any case:

                        (1) if adversely determined, has a reasonable
                  possibility of giving rise to a Material Adverse Effect; or

                        (2) seeks to enjoin or otherwise prevent the
                  consummation of, or to recover any damages or obtain relief as
                  a result of, the transactions contemplated hereby;

      written notice thereof together with such other information as may be
      reasonably available to any Borrower to enable Lenders and their counsel
      to evaluate such matters;

            (xi) ERISA Events: promptly upon becoming aware of the occurrence of
      or forthcoming occurrence of any ERISA Event, a written notice specifying
      the nature thereof, what action Company, any of its Subsidiaries or any of
      their respective ERISA Affiliates has taken, is taking or proposes to take
      with respect


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      thereto and, when known, any action taken or threatened by the Internal
      Revenue Service, the Department of Labor or the PBGC with respect thereto;

            (xii) ERISA Notices: with reasonable promptness, copies of (a) each
      Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
      filed by Company, any of its Subsidiaries or any of their respective ERISA
      Affiliates with the Internal Revenue Service with respect to each Pension
      Plan; (b) all notices received by Company, any of its Subsidiaries or any
      of their respective ERISA Affiliates from a Multiemployer Plan sponsor
      concerning an ERISA Event; and (c) copies of such other documents or
      governmental reports or filings relating to any Employee Benefit Plan as
      Administrative Agent shall reasonably request;

            (xiii) Financial Plans: as soon as practicable and in any event no
      later than 30 days after the beginning of each Fiscal Year, a consolidated
      and consolidating plan and financial forecast for such Fiscal Year and the
      next five succeeding Fiscal Years (the "FINANCIAL PLAN" for such Fiscal
      Years), including without limitation (a) forecasted consolidated and
      consolidating balance sheets and forecasted consolidated and consolidating
      statements of income and cash flows of Company and its Subsidiaries for
      each such Fiscal Year, together with pro forma Compliance Certificates for
      each such Fiscal Year and an explanation of the assumptions on which such
      forecasts are based, (b) forecasted consolidated and consolidating
      statements of income and cash flows of Company and its Subsidiaries for
      each month of each such Fiscal Year, together with an explanation of the
      assumptions on which such forecasts are based, and (c) such other
      information and projections as any Lender may reasonably request;

            (xiv) Insurance: as soon as practicable and in any event by the last
      day of each Fiscal Year, a report in form and substance satisfactory to
      Administrative Agent outlining all material insurance coverage maintained
      as of the date of such report by Company and its Subsidiaries and all
      material insurance coverage planned to be maintained by Company and its
      Subsidiaries in the immediately succeeding Fiscal Year;

            (xv) Board of Directors: with reasonable promptness, written notice
      of any change in the Board of Directors of Company;

            (xvi) New Subsidiaries: promptly upon any Person becoming a
      Subsidiary of Company, a written notice setting forth with respect to such
      Person


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      (a) the date on which such Person became a Subsidiary of Company and (b)
      all of the data required to be set forth in Schedule 5.1 annexed hereto
      with respect to all Subsidiaries of Company (it being understood that such
      written notice shall be deemed to supplement Schedule 5.1 annexed hereto
      for all purposes of this Agreement);

            (xvii) Material Contracts: promptly, and in any event within ten
      Business Days after any Material Contract of Company or any of its
      Subsidiaries is terminated or amended in a manner that is materially
      adverse to Company or such Subsidiary, as the case may be, or any new
      Material Contract is entered into, a written statement describing such
      event with copies of such material amendments or new contracts, and an
      explanation of any actions being taken with respect thereto;

            (xviii) UCC Search Report: As promptly as practicable after the date
      of delivery to Administrative Agent of any UCC or PPSA financing statement
      (or equivalent filings under the laws of Quebec) executed by any Loan
      Party pursuant to subsection 6.8A, copies of completed UCC or PPSA
      searches (or equivalent searches in the Quebec Register of Personal and
      Movable Real Rights) evidencing the proper filing, recording and indexing
      of all such UCC, PPSA or Quebec financing statements and listing all other
      effective financing statements that name such Loan Party as debtor,
      together with copies of all such other financing statements not previously
      delivered to Administrative Agent by or on behalf of Company or such Loan
      Party;

            (xix) Borrowing Base Certificate: within 10 days after the end of
      each month, a completed Borrowing Base Certificate for that month;

            (xx) Payment of Canadian Taxes: together with each delivery of
      financial statements of Company and its Subsidiaries pursuant to
      subdivisions (ii) and (iii) above, an Officers' Certificate of Company
      stating that Borrowers have paid all withholding taxes and other
      deductions required under Canadian law in respect of payments made by the
      Canadian Borrower including, without limitation, dividends and payments of
      principal or interest made by the Canadian Borrower to Company, together
      with calculations of such taxes and deductions in reasonable detail;

            (xxi) Calculation of Acquisition Reserves: not more than thirty days
      after each Fiscal Month, and five Business Days prior to delivering to the


                                      146
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      Administrative Agent a Notice of Borrowing for Acquisition Loans, an
      Officers' Certificate setting forth the calculation of the US Acquisition
      Reserve and the Canadian Acquisition Reserve (including a break out of
      each individual component) as of the date of such certificate;

            (xxii) Payment of Subordinated Indebtedness: not more than thirty
      days after each Fiscal Month, an Officers' Certificate attaching a
      schedule of all payments scheduled to be due on Subordinated Indebtedness
      payable in the following 12 Fiscal Months;

            (xxiii) Pro Forma Adjustments: together with each delivery of
      financial statements of Company and its Subsidiaries pursuant to
      subdivision (i) above, an Officers' Certificate setting forth the
      adjustments made to Consolidated EBITDA to calculate Consolidated EBITDA
      on a Pro Forma Basis for 12 Fiscal Month period ending on the day of such
      financial statements, broken down by month and Subsidiary and otherwise in
      substantially the same form as Schedule 1.1P; and

            (xxiv) Other Information: with reasonable promptness, such other
      information and data with respect to Company or any of its Subsidiaries as
      from time to time may be reasonably requested by any Lender.

6.2   CORPORATE EXISTENCE, ETC.

            Except as permitted under subsection 7.7, each Borrower will, and
will cause each of its Subsidiaries to, at all times preserve and keep in full
force and effect its corporate existence and all rights and franchises material
to its business; provided, however that neither Company nor any of its
Subsidiaries shall be required to preserve any such right or franchise if the
Board of Directors of Company or such Subsidiary shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
Company or such Subsidiary, as the case may be, and that the loss thereof is not
disadvantageous in any material respect to Company and its Subsidiaries, taken
as a whole, or Lenders.

6.3   PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION.

      A. Each Borrower will, and will cause Holdings and each of its
Subsidiaries to, pay all taxes, assessments and other governmental charges
imposed upon it or any of its properties or assets or in respect of any of its
income, businesses or franchises before any penalty accrues thereon, and all
claims (including, without limitation, claims for


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labor, services, materials and supplies) for sums that have become due and
payable and that by law have or may become a Lien upon any of its properties or
assets, prior to the time when any penalty or fine shall be incurred with
respect thereto; provided that no such charge or claim need be paid if it is
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, so long as (1) such reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have been
made therefor and (2) in the case of a charge or claim which has or may become a
Lien against any of the Collateral, such contest proceedings conclusively
operate to stay the sale of any portion of the Collateral to satisfy such charge
or claim.

      B. Each Borrower will not, nor will it permit any of its Subsidiaries to,
file or consent to the filing of any consolidated income tax return with any
Person (other than Holdings or any of its Subsidiaries).

6.4   MAINTENANCE OF PROPERTIES; INSURANCE; APPLICATION OF NET INSURANCE/
CONDEMNATION PROCEEDS.

      A. MAINTENANCE OF PROPERTIES. Each Borrower will, and will cause each of
its Subsidiaries to, maintain or cause to be maintained in good repair, working
order and condition, ordinary wear and tear excepted, all material properties
used or useful in the business of Company and its Subsidiaries (including,
without limitation, all Intellectual Property) and from time to time will make
or cause to be made all appropriate repairs, renewals and replacements thereof.

      B. INSURANCE. Each Borrower will maintain or cause to be maintained, with
financially sound and reputable insurers acceptable to Administrative Agent and
having an A.M. Best rating of not less than A, XI, commercial general liability
and "all risk" property insurance on a replacement cost basis, including
business interruption insurance, with respect to liabilities, losses or damages
to assets and properties of Company and its Subsidiaries as may be customarily
be carried or maintained under similar circumstances by corporations of
established reputation engaged in similar businesses, in each case in such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for
corporations similarly situated in the industry. Without limiting the generality
of the foregoing, Company will maintain or cause to be maintained (i) flood
insurance with respect to each Flood Hazard Property that is located in a
community that participates in the National Flood Insurance Program, in each
case in compliance with any applicable regulations of the Board of Governors of
the Federal Reserve System, and (ii) replacement value casualty insurance on the
Collateral under such policies of insurance, with such insurance


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companies, in such amounts, with such deductibles, and covering such risks as
are at all times satisfactory to Administrative Agent in its commercially
reasonable judgment. Each such policy of insurance shall (a) name Administrative
Agent for the benefit of Lenders as an additional insured thereunder as its
interests may appear and (b) in the case of each property insurance policy,
including business interruption, contain a loss payable clause or endorsement,
satisfactory in form and substance to Administrative Agent, that names
Administrative Agent for the benefit of Lenders as the loss payee thereunder for
any covered loss in excess of $100,000 and provides for at least 30 days' prior
written notice to Administrative Agent of any modification, non-renewal or
cancellation of such policy.

      C.    APPLICATION OF NET INSURANCE/CONDEMNATION PROCEEDS.

            (i) Business Interruption Insurance. Upon receipt by Company or any
      of its Subsidiaries of any business interruption insurance proceeds
      constituting Net Insurance/Condemnation Proceeds, (a) so long as no Event
      of Default shall have occurred and be continuing, Company or such
      Subsidiary may retain and apply such Net Insurance/Condemnation Proceeds
      for working capital purposes, and (b) if an Event of Default shall have
      occurred and be continuing, Company shall apply an amount equal to such
      Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the
      Commitments shall be reduced and/or the Loans shall be collateralized) as
      provided in subsection 2.4B(iii)(b);

            (ii) Casualty Insurance/Condemnation Proceeds. Upon receipt by
      Company or any of its Subsidiaries of any Net Insurance/Condemnation
      Proceeds other than from business interruption insurance, (a) so long as
      no Event of Default shall have occurred and be continuing, Company shall,
      or shall cause one or more of its Subsidiaries to, promptly and diligently
      apply such Net Insurance/Condemnation Proceeds to pay or reimburse the
      costs of repairing, restoring or replacing the assets in respect of which
      such Net Insurance/Condemnation Proceeds were received or, to the extent
      not so applied, to prepay the Loans (and/or the Commitments shall be
      reduced) as provided in subsection 2.4B(iii)(b), and (b) if an Event of
      Default shall have occurred and be continuing, the Borrowers shall apply
      an amount equal to such Net Insurance/Condemnation Proceeds to prepay the
      Loans (and/or the Commitments shall be reduced and/or the Loans shall be
      collateralized) as provided in subsection 2.4B(iii)(b).


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            (iii) Net Insurance/Condemnation Proceeds Received by Administrative
      Agent. Upon receipt by Administrative Agent of any Net
      Insurance/Condemnation Proceeds as loss payee, if and to the extent a
      Borrower would have been required to apply such Net Insurance/Condemnation
      Proceeds (if it had received them directly) to prepay the Loans and/or
      reduce the Commitments and/or to collateralize the Loans, Administrative
      Agent shall, and each Borrower hereby authorizes Administrative Agent to,
      apply such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or
      the Commitments shall be reduced and/or the Loans shall be collateralized)
      as provided in subsection 2.4B(iii)(b).

6.5   INSPECTION RIGHTS; AUDITS; LENDER MEETING.

      A. INSPECTION RIGHTS. Each Borrower shall, and shall cause each of its
Subsidiaries to, permit any authorized representatives designated by any Lender
to visit and inspect any of the properties of Company or of any of its
Subsidiaries, to inspect, copy and take extracts from its and their financial
and accounting records, and to discuss its and their affairs, finances and
accounts with its and their officers and independent public accountants
(provided that Company may, if it so chooses, be present at or participate in
any such discussion), all upon reasonable notice and at such reasonable times
during normal business hours and as often as may reasonably be requested. Except
during times when an Event of Default shall have occurred and is continuing,
each Lender may request only two such inspections during each twelve-month
period after the Effective Date; provided that Lenders shall use reasonable
efforts to coordinate and conduct joint inspections.

      B. AUDITS. Each Borrower shall, and shall cause each of its Subsidiaries
to, permit any authorized representatives designated by Administrative Agent to
conduct audits of all accounts receivable and all books and records pertaining
to determination of Consolidated EBITDA on a Pro Forma Basis of Loan Parties
upon reasonable notice and at such reasonable times during normal business hours
as may reasonably be requested. Except during times when an Event of Default
shall have occurred and is continuing, Administrative Agent may request only one
such audit during each twelve-month period after the Effective Date.

      C. LENDER MEETING. Each Borrower will, upon the request of Administrative
Agent or Requisite Lenders, participate in a meeting of Administrative Agent and
Lenders once during each Fiscal Year to be held at Company's corporate offices
(or at


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such other location as may be agreed to by such Borrower and Administrative
Agent) at such time as may be agreed to by such Borrower and Administrative
Agent.

6.6   COMPLIANCE WITH LAWS, ETC.

            Each Borrower shall comply, and shall cause each of its Subsidiaries
and all other Persons on or occupying any Facilities to comply, with the
requirements of all applicable laws, rules, regulations and orders of any
governmental authority (including all Environmental Laws), noncompliance with
which could reasonably be expected to cause, individually or in the aggregate, a
Material Adverse Effect.

6.7   ENVIRONMENTAL REVIEW AND INVESTIGATION, DISCLOSURE, ETC.; COMPANY'S
ACTIONS REGARDING HAZARDOUS MATERIALS ACTIVITIES, ENVIRONMENTAL CLAIMS AND
VIOLATIONS OF ENVIRONMENTAL LAWS.

      A. ENVIRONMENTAL REVIEW AND INVESTIGATION. Each Borrower agrees that
Administrative Agent may, from time to time and in its reasonable discretion,
(i) retain, at Borrowers' expense, an independent professional consultant to
review any environmental audits, investigations, analyses and reports relating
to Hazardous Materials prepared by or for the Borrowers and (ii) in the event
(a) Administrative Agent reasonably believes that a Borrower has breached any
representation, warranty or covenant contained in subsection 5.6, 5.13, 6.6 or
6.7 or that there has been a material violation of Environmental Laws at any
Facility or by Company or any of its Subsidiaries at any other location or (b)
an Event of Default has occurred and is continuing, conduct its own
investigation of any Facility; provided that, in the case of any Facility no
longer owned, leased, operated or used by Company or any of its Subsidiaries,
the Borrowers shall only be obligated to use their best efforts to obtain
permission for Administrative Agent's professional consultant to conduct an
investigation of such Facility. For purposes of conducting such a review and/or
investigation, the Borrowers hereby grant to Administrative Agent and its
agents, employees, consultants and contractors the right to enter into or onto
any Facilities currently owned, leased, operated or used by Company or any of
its Subsidiaries and to perform such tests on such property (including taking
samples of soil, groundwater and suspected asbestos-containing materials) as are
reasonably necessary in connection therewith. Any such investigation of any
Facility shall be conducted, unless otherwise agreed to by Company and
Administrative Agent, during normal business hours and, to the extent reasonably
practicable, shall be conducted so as not to interfere with the ongoing
operations at such Facility or to cause any damage or loss to any property at
such Facility. The Borrowers and Administrative Agent hereby acknowledge and
agree that any report of any investigation conducted at the request of
Administrative Agent pursuant


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to this subsection 6.7A will be obtained and shall be used by Administrative
Agent and Lenders for the purposes of Lenders' internal credit decisions, to
monitor and police the Loans and to protect Lenders' security interests, if any,
created by the Loan Documents. Administrative Agent agrees to deliver a copy of
any such report to the Borrowers with the understanding that the Borrowers
acknowledge and agree that (x) they will indemnify and hold harmless
Administrative Agent and each Lender from any costs, losses or liabilities
relating to the Borrowers' use of or reliance on such report, (y) neither
Administrative Agent nor any Lender makes any representation or warranty with
respect to such report, and (z) by delivering such report to the Borrowers,
neither Administrative Agent nor any Lender is requiring or recommending the
implementation of any suggestions or recommendations contained in such report.

      B. ENVIRONMENTAL DISCLOSURE. The Borrowers will deliver to Administrative
Agent and Lenders:

            (i) Environmental Audits and Reports. As soon as practicable
      following receipt thereof, copies of all environmental audits,
      investigations, analyses and reports of any kind or character, whether
      prepared by personnel of Company or any of its Subsidiaries or by
      independent consultants, governmental authorities or any other Persons,
      with respect to significant environmental matters at any Facility which,
      individually or in the aggregate, could reasonably be expected to result
      in a Material Adverse Effect or with respect to any Environmental Claims
      which, individually or in the aggregate, could reasonably be expected to
      result in a Material Adverse Effect;

            (ii) Notice of Certain Releases, Remedial Actions, Etc. Promptly
      upon the occurrence thereof, written notice describing in reasonable
      detail of (a) any Release required to be reported to any United States
      federal, Canadian federal, state, provincial or local governmental or
      regulatory agency under any applicable Environmental Laws, (b) any
      remedial action taken by Company or any other Person in response to (1)
      any Hazardous Materials Activities the existence of which has a reasonable
      possibility of resulting in one or more Environmental Claims having,
      individually or in the aggregate, a Material Adverse Effect, or (2) any
      Environmental Claims that, individually or in the aggregate, have a
      reasonable possibility of resulting in a Material Adverse Effect, and (c)
      any Borrower's discovery of any occurrence or condition on any real
      property adjoining or in the vicinity of any Facility that could cause
      such Facility or any


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      part thereof to be subject to any material restrictions on the ownership,
      occupancy, transferability or use thereof under any Environmental Laws.

            (iii) Written Communications Regarding Environmental Claims,
      Releases, Etc. As soon as practicable following the sending or receipt
      thereof by Company or any of its Subsidiaries, a copy of any and all
      written communications with respect to (a) any Environmental Claims that,
      individually or in the aggregate, have a reasonable possibility of giving
      rise to a Material Adverse Effect, (b) any Release required to be reported
      to any United States federal, Canadian federal, state, provincial, or
      local governmental or regulatory agency, and (c) any request for
      information from any governmental agency that suggests such agency is
      investigating whether Company or any of its Subsidiaries may be
      potentially responsible for any Hazardous Materials Activity.

            (iv) Notice of Certain Proposed Actions Having Environmental Impact.
      Prompt written notice describing in reasonable detail (a) any proposed
      acquisition of stock, assets, or property by Company or any of its
      Subsidiaries that could reasonably be expected to (1) expose Company or
      any of its Subsidiaries to, or result in, Environmental Claims that could
      reasonably be expected to have, individually or in the aggregate, a
      Material Adverse Effect or (2) affect the ability of Company or any of its
      Subsidiaries to maintain in full force and effect all material
      Governmental Authorizations required under any Environmental Laws for
      their respective operations and (b) any proposed action to be taken by
      Company or any of its Subsidiaries to commence manufacturing or other
      industrial operations or to modify current operations in a manner that
      could reasonably be expected to subject Company or any of its Subsidiaries
      to any material additional obligations or requirements under any
      Environmental Laws.

            (v) Other Information. With reasonable promptness, such other
      documents and information as from time to time may be reasonably requested
      by Administrative Agent in relation to any matters disclosed pursuant to
      this subsection 6.7.

      C. BORROWERS' ACTIONS REGARDING HAZARDOUS MATERIALS ACTIVITIES,
ENVIRONMENTAL CLAIMS AND VIOLATIONS OF ENVIRONMENTAL LAWS.

            (i) Remedial Actions Relating to Hazardous Materials Activities.
      Borrowers shall promptly undertake, and shall cause each of its
      Subsidiaries promptly to undertake, any and all investigations, studies,
      sampling, testing,


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      abatement, cleanup, removal, remediation or other response actions
      necessary to remove, remediate, clean up or abate any Hazardous Materials
      Activity on, under or about any Facility that is in violation of any
      Environmental Laws or that presents a material risk of giving rise to an
      Environmental Claim. In the event Company or any of its Subsidiaries
      undertakes any such action with respect to any Hazardous Materials,
      Company or such Subsidiary shall conduct and complete such action in
      compliance with all applicable Environmental Laws and in accordance with
      the policies, orders and directives of all United States federal, Canadian
      federal, state, provincial, and local governmental authorities except
      when, and only to the extent that, Company's or such Subsidiary's
      liability with respect to such Hazardous Materials Activity is being
      contested in good faith by Company or such Subsidiary.

            (ii) Actions with Respect to Environmental Claims and Violations of
      Environmental Laws. Borrowers shall promptly take, and shall cause each of
      its Subsidiaries promptly to take, any and all actions necessary to (i)
      cure any violation of applicable Environmental Laws by Company or its
      Subsidiaries, if such violation could be expected to cause a Material
      Adverse Effect and (ii) make an appropriate response to any Environmental
      Claim against Company or any of its Subsidiaries and discharge any
      obligations it may have to any Person thereunder.

6.8   EXECUTION OF GUARANTIES AND PERSONAL PROPERTY COLLATERAL DOCUMENTS BY
FUTURE SUBSIDIARIES.

      A. EXECUTION OF GUARANTIES AND PERSONAL PROPERTY COLLATERAL DOCUMENTS. In
the event that any Person becomes a Subsidiary of Company after the date hereof,
Company will promptly notify Administrative Agent of that fact and cause such
Subsidiary to execute and deliver to Administrative Agent a counterpart of the
Domestic Subsidiary Guaranty, the Security Agreement, and any Grants of IP
Collateral and schedules required by the Security Agreement (if such Subsidiary
is a Domestic Subsidiary) or a counterpart of the Canadian Subsidiary Guaranty
and a copy of each Canadian Collateral Document (if such Subsidiary is a
Canadian Subsidiary) and to take all such further actions and execute all such
further documents and instruments (including without limitation actions,
documents and instruments comparable to those described in subsection 4.1J of
the Original Credit Agreement) as may be necessary or, in the opinion of
Administrative Agent, desirable to create in favor of Administrative Agent, for
the benefit of Lenders, a valid and perfected First Priority Lien on all of the
personal and


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mixed property assets of such Subsidiary described in the applicable forms of
Collateral Documents.

      B. SUBSIDIARY CHARTER DOCUMENTS, LEGAL OPINIONS, ETC. Company shall
deliver to Administrative Agent, together with such Loan Documents, (i)
certified copies of such Subsidiary's Certificate or Articles of Incorporation,
together with a good standing certificate from the Secretary of State of the
jurisdiction of its incorporation and each other state in which such Person is
qualified as a foreign corporation to do business and, to the extent generally
available, a certificate or other evidence of good standing as to payment of any
applicable franchise or similar taxes from the appropriate taxing authority of
each of such jurisdictions, each to be dated a recent date prior to their
delivery to Administrative Agent, (ii) a copy of such Subsidiary's Bylaws,
certified by its corporate secretary or an assistant secretary as of a recent
date prior to their delivery to Administrative Agent, (iii) a certificate
executed by the secretary or an assistant secretary of such Subsidiary as to (a)
the fact that the attached resolutions of the Board of Directors of such
Subsidiary approving and authorizing the execution, delivery and performance of
such Loan Documents are in full force and effect and have not been modified or
amended and (b) the incumbency and signatures of the officers of such Subsidiary
executing such Loan Documents, and (iv) a favorable opinion of counsel to such
Subsidiary, in form and substance satisfactory to Administrative Agent and its
counsel, as to (a) the due organization and good standing of such Subsidiary,
(b) the due authorization, execution and delivery by such Subsidiary of such
Loan Documents, (c) the enforceability of such Loan Documents against such
Subsidiary, (d) such other matters (including without limitation matters
relating to the creation and perfection of Liens in any Collateral pursuant to
such Loan Documents) as Administrative Agent may reasonably request, all of the
foregoing to be satisfactory in form and substance to Administrative Agent and
its counsel.

      C. PLEDGE AND GUARANTY BY CANADIAN RESIDENT STOCKHOLDER. In the event that
at any time after the Effective Date any Person acquires any shares of capital
stock of METC Holdings that have not been pledged to Administrative Agent,
Company will cause such Person, upon the acquisition of such shares of capital
stock, to execute a Canadian Resident Guaranty in form and substance
satisfactory to Administrative Agent and a Canadian Resident Hypothec in form
and substance satisfactory to Administrative Agent pursuant to which such Person
shall pledge all such shares of capital stock to secure his or her obligations
under such guaranty, and to take all such further actions and execute all such
further documents and instruments (including without limitation actions,
documents and instruments comparable to those described in subsection 4.1F of
the


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Existing Credit Agreement) as may be necessary or, in the opinion of
Administrative Agent, desirable to create in favor of Administrative Agent, for
the benefit of Lenders, a valid and perfected First Priority Lien on the shares
of capital stock of METC Holdings held by such Person.

      D. METC HOLDINGS UNANIMOUS SHAREHOLDERS AGREEMENT. In the event that at
any time after the Effective Date any Person acquires any shares of capital
stock of METC Holdings, Company will cause such Person, upon the acquisition of
such shares of capital stock, to adhere to the METC Holdings Unanimous
Shareholders Agreement.

6.9   MATTERS RELATING TO ADDITIONAL REAL PROPERTY COLLATERAL.

      A. [INTENTIONALLY OMITTED].

      B. ADDITIONAL MORTGAGES, ETC. From and after the Effective Date, in the
event that (i) any Borrower or any Domestic Subsidiary Guarantor or Canadian
Subsidiary Guarantor acquires any fee interest in real property or (ii) at the
time any Person becomes a Domestic Subsidiary Guarantor or a Canadian Subsidiary
Guarantor, such Person owns or holds any fee interest in real property,
excluding any such Real Property Asset the encumbrancing of which requires the
consent of any applicable lessor or (in the case of clause (ii) above)
then-existing senior lienholder, where a Borrower and its Subsidiaries are
unable to obtain such lessor's or senior lienholder's consent (any such
non-excluded Real Property Asset described in the foregoing clause (i) or (ii)
being an "ADDITIONAL MORTGAGED PROPERTY"), such Borrower or such Guarantor shall
deliver to Administrative Agent, as soon as practicable after such Person
acquires such Additional Mortgaged Property or becomes a Guarantor, as the case
may be, the following:

            (i) Additional Mortgage. A fully executed and notarized Mortgage (an
      "ADDITIONAL MORTGAGE"), in proper form for recording in all appropriate
      places in all applicable jurisdictions, encumbering the interest of such
      Loan Party in such Additional Mortgaged Property;

            (ii) Opinions of Counsel. (a) A favorable opinion of counsel to such
      Loan Party, in form and substance satisfactory to Administrative Agent and
      its counsel, as to the due authorization, execution and delivery by such
      Loan Party of such Additional Mortgage and such other matters as
      Administrative Agent may reasonably request, and (b) if required by
      Administrative Agent, an opinion of counsel (which counsel shall be
      reasonably satisfactory to Administrative Agent) in the state in which
      such Additional Mortgaged Property is located with respect


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      to the enforceability of such Additional Mortgage and such other matters
      (including without limitation any matters governed by the laws of such
      state regarding personal property security interests in respect of any
      Collateral) as Administrative Agent may reasonably request, in each case
      in form and substance reasonably satisfactory to Administrative Agent;

            (iii) Title Insurance. (a) If required by Administrative Agent, an
      ALTA mortgagee title insurance policy or an unconditional commitment
      therefor (an "ADDITIONAL MORTGAGE POLICY") issued by the Title Company
      with respect to such Additional Mortgaged Property, in an amount
      satisfactory to Administrative Agent, insuring fee simple title to, or a
      valid leasehold interest in, such Additional Mortgaged Property vested in
      such Loan Party and assuring Administrative Agent that such Additional
      Mortgage creates a valid and enforceable First Priority mortgage Lien on
      such Additional Mortgaged Property, subject only to a standard survey
      exception, which Additional Mortgage Policy (1) shall include an
      endorsement for mechanics' liens, for future advances under this Agreement
      and for any other matters reasonably requested by Administrative Agent and
      (2) shall provide for affirmative insurance and such reinsurance as
      Administrative Agent may reasonably request, all of the foregoing in form
      and substance reasonably satisfactory to Administrative Agent; and (b)
      evidence satisfactory to Administrative Agent that such Loan Party has (i)
      delivered to the Title Company all certificates and affidavits required by
      the Title Company in connection with the issuance of the Additional
      Mortgage Policy and (ii) paid to the Title Company or to the appropriate
      governmental authorities all expenses and premiums of the Title Company in
      connection with the issuance of the Additional Mortgage Policy and all
      recording and stamp taxes (including mortgage recording and intangible
      taxes) payable in connection with recording the Additional Mortgage in the
      appropriate real estate records;

            (iv) Title Report. If no Additional Mortgage Policy is required with
      respect to such Additional Mortgaged Property, a title report issued by
      the Title Company with respect thereto, dated not more than 30 days prior
      to the date such Additional Mortgage is to be recorded and satisfactory in
      form and substance to Administrative Agent;

            (v) Copies of Documents Relating to Title Exceptions. Copies of all
      recorded documents listed as exceptions to title or otherwise referred to
      in the


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      Additional Mortgage Policy or title report delivered pursuant to clause
      (iii) or (iv) above;

            (vi) Matters Relating to Flood Hazard Properties. (a) Evidence,
      which may be in the form of a letter from an insurance broker or a
      municipal engineer, as to (1) whether such Additional Mortgaged Property
      is a Flood Hazard Property and (2) if so, whether the community in which
      such Flood Hazard Property is located is participating in the National
      Flood Insurance Program, (b) if such Additional Mortgaged Property is a
      Flood Hazard Property, such Loan Party's written acknowledgement of
      receipt of written notification from Administrative Agent (1) that such
      Additional Mortgaged Property is a Flood Hazard Property and (2) as to
      whether the community in which such Flood Hazard Property is located is
      participating in the National Flood Insurance Program, and (c) in the
      event such Additional Mortgaged Property is a Flood Hazard Property that
      is located in a community that participates in the National Flood
      Insurance Program, evidence that Company has obtained flood insurance in
      respect of such Flood Hazard Property to the extent required under the
      applicable regulations of the Board of Governors of the Federal Reserve
      System; and

            (vii) Environmental Audit. If required by Administrative Agent,
      reports and other information, in form, scope and substance satisfactory
      to Administrative Agent and prepared by environmental consultants
      satisfactory to Administrative Agent, concerning any environmental hazards
      or liabilities to which Company or any of its Subsidiaries may be subject
      with respect to such Additional Mortgaged Property.

      C. REAL ESTATE APPRAISALS. Each Borrower shall, and shall cause each of
its Subsidiaries to, permit an independent real estate appraiser satisfactory to
Administrative Agent, upon reasonable notice, to visit and inspect any
Additional Mortgaged Property for the purpose of preparing an appraisal of such
Additional Mortgaged Property satisfying the requirements of any applicable laws
and regulations (in each case to the extent required under such laws and
regulations as determined by Administrative Agent in its discretion).

6.10  OPERATION OF METC AND METC HOLDINGS.

      A.    OWNERSHIP AND OPERATION OF METC HOLDINGS.


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            (i) Each Borrower shall cause METC Holdings to engage in no business
      other than the business of owning shares of capital stock of METC, to
      incur no liabilities other than liabilities under the Loan Documents, and
      to own no assets other than shares of capital stock of METC.

            (ii) Each Borrower shall cause METC Holdings to issue no shares of
      capital stock after the Effective Date; provided that METC Holdings may
      issue shares of capital stock to a natural person who is a resident of
      Canada for the purpose of and to the extent reasonably necessary to comply
      with applicable laws, rules, regulations and orders of the Province of
      Ontario concerning the sales of insurance products, if, simultaneously
      with such issuance, such person complies with the provisions of
      subsections 6.8C and 6.8D. Such person shall, upon receipt of such shares
      of capital stock, become a Canadian Resident Stockholder hereunder.

            (iii) Borrowers shall not permit METC Holdings to declare, make or
      pay (a) any dividend or other distribution, direct or indirect, on account
      of any shares of any class of stock of METC Holdings now or hereafter
      outstanding, except dividends payable to the Canadian Borrower, (b) any
      redemption, retirement, sinking fund or similar payment, purchase or other
      acquisition for value, direct or indirect, of any shares of any class of
      stock of METC Holdings now or hereafter outstanding, or (c) any payment
      made to retire, or to obtain the surrender of, any outstanding warrants,
      options or other rights to acquire shares of any class of stock of METC
      Holdings now or hereafter outstanding.

      B. OWNERSHIP AND OPERATION OF METC.

            (i) Without limiting the generality of subsection 6.6, each Borrower
      shall cause METC to at all times be owned and operated in compliance with
      the requirements of all applicable laws, rules, regulations and orders of
      the Province of Ontario concerning the sales of insurance products, and to
      maintain in full force and effect all licenses issued by the Province of
      Ontario or any subdivision thereof that are necessary or useful for the
      continued operation of METC as conducted on the Effective Date.

            (ii) Borrowers shall not permit METC to issue any shares of capital
      stock to any Person other than the Canadian Borrower and METC Holdings.


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6.11  YEAR 2000 COMPLIANCE.

            Borrowers shall perform all acts reasonably necessary to ensure that
Company and its Subsidiaries and all suppliers and vendors that are material to
the business of Company and its Subsidiaries, are as of the Effective Date, and
thereafter remain, Year 2000 Compliant. Such acts shall include, without
limitation, performing a comprehensive review and assessment of all of Company's
and its Subsidiaries' systems and adopting a detailed plan, with itemized
budget, for the remediation, monitoring and testing of such systems. As used in
this paragraph, "Year 2000 Compliant" shall mean, in regard to any entity, that
all software, hardware, firmware, equipment, goods or systems utilized by and
that are material to the business operations or financial condition of such
entity, will properly perform date sensitive functions before, during and after
the year 2000. Company and Canadian Borrower shall, immediately upon request,
provide to Administrative Agent such certifications or other evidence of their
compliance with the terms of this paragraph as Administrative Agent may from
time to time require.

6.12  SOLVENCY.

            Each Borrower shall at all times be Solvent and shall cause such
Borrower and its Subsidiaries, taken as a whole, to at all times be Solvent.

6.13  BLOCKED ACCOUNTS.

      A. On the Effective Date, Company shall deliver to Administrative Agent a
list of each deposit account maintained by each Borrower or any of their
Subsidiaries (other than zero balance payroll accounts) (each such account being
a "Blocked Account"). Each Borrower shall cause each bank at which any Blocked
Account is maintained (each, a "Blocked Account Bank") to enter into an
agreement (a "Blocked Account Agreement") with Company or its Subsidiaries, as
applicable, and Administrative Agent pursuant to which such Blocked Account Bank
shall acknowledge and agree that all amounts and remittances deposited into the
Blocked Accounts are pledged to Administrative Agent and Lenders and are to be
held by such Blocked Account Bank for the benefit of the Administrative Agent
and Lenders, subject to customary exceptions for fees and chargebacks for
uncollected funds that are acceptable to Administrative Agent.

      B. Each Borrower shall cause all payments with respect to all accounts and
all other amounts paid and remittances made to Company or any of its
Subsidiaries by its customers to be deposited into the Blocked Accounts.


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      C. Company and its Subsidiaries may from time to time, with 10 days' prior
written notice to Administrative Agent, open additional Blocked Accounts if and
only if Company delivers to Administrative Agent within two days of the date
such Blocked Account is opened a Blocked Account Agreement with respect to such
Blocked Account, executed by the applicable Blocked Account Bank and Company or
the applicable Subsidiary. Company and its Subsidiaries may, with prior notice
to Administrative Agent, close any Blocked Account at any time provided that all
funds in such Blocked Accounts are transferred simultaneously with the closing
of such Blocked Account to another Blocked Account of Company or to Company's
operating account with Administrative Agent.

6.14 POST CLOSING MATTERS.

            Each Borrower shall comply with all covenants and obligations set
forth on Schedule 6.14 hereto, which are incorporated herein by this reference.

SECTION 7.  BORROWERS' NEGATIVE COVENANTS

            Each Borrower covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all of
the Loans and other Obligations and the cancellation or expiration of all
Letters of Credit, unless Requisite Lenders shall otherwise give prior written
consent, such Borrower shall perform, and shall cause each of its Subsidiaries
to perform, all covenants in this Section 7.

7.1   INDEBTEDNESS.

            Each Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

            (i)   Each Borrower may become and remain liable with respect to
      the Obligations;

            (ii) Company and its Subsidiaries may become and remain liable with
      respect to Contingent Obligations permitted by subsection 7.4 and, upon
      any matured obligations actually arising pursuant thereto, the
      Indebtedness corresponding to the Contingent Obligations so extinguished;


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<PAGE>   170
            (iii) Company and its Subsidiaries may become and remain liable with
      respect to Indebtedness in respect of Capital Leases; provided that such
      Capital Leases are permitted under the terms of subsection 7.9;

            (iv) Company may become and remain liable with respect to
      Indebtedness to any of its wholly-owned Subsidiaries, and any wholly-owned
      Subsidiary of Company may become and remain liable with respect to
      Indebtedness to Company or any other wholly-owned Subsidiary of Company;
      provided that (a) all such intercompany Indebtedness shall be evidenced by
      promissory notes, (b) all such intercompany Indebtedness owed by Company
      to any of its Subsidiaries shall be subordinated in right of payment to
      the payment in full of the Obligations pursuant to the terms of the
      applicable promissory notes or an intercompany subordination agreement,
      and (c) any payment by any Subsidiary of Company under any guaranty of the
      Obligations shall result in a pro tanto reduction of the amount of any
      intercompany Indebtedness owed by such Subsidiary to Company or to any of
      its Subsidiaries for whose benefit such payment is made;

            (v) Company and its Subsidiaries, as applicable, may remain liable
      with respect to Indebtedness described in Schedule 7.1 annexed hereto, and
      any refinancings of such Indebtedness; provided that any such refinancing
      Indebtedness shall contain terms and conditions that are no less favorable
      to Company and its Subsidiaries than those governing the Indebtedness
      refinanced, the principal amount of any such refinancing Indebtedness
      shall not exceed the principal amount of the Indebtedness so refinanced at
      the time of the refinancing thereof, and any such refinancing Indebtedness
      of Subordinated Indebtedness shall be subordinated to the payment of the
      Obligations to at least the same extent as such refinanced Subordinated
      Indebtedness;

            (vi) Company and its Subsidiaries may become and remain liable with
      respect to Equipment Indebtedness to the extent permitted by subsection
      7.9; and

            (vii) Company (but not its Subsidiaries) may become and remain
      liable with respect to Permitted Acquisition Indebtedness; provided that
      immediately after giving effect to the incurrence of such Permitted
      Acquisition Indebtedness, Borrowers shall be in compliance with all of
      their covenants on a Pro Forma Basis.


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<PAGE>   171
7.2   LIENS AND RELATED MATTERS.

      A. PROHIBITION ON LIENS. Each Borrower shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly, create, incur, assume or permit
to exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the Uniform Commercial Code of any State, the PPSA as in effect in
any Province of Canada, or under any similar recording or notice statute,
except:

            (i) Permitted Encumbrances;

            (ii) Liens granted pursuant to the Collateral Documents;

            (iii) Liens described in Schedule 7.2 annexed hereto;

            (iv) Liens securing Equipment Indebtedness permitted by subsections
      7.1(vi) and 7.9, provided that such Liens encumber only the assets that
      secured such Equipment Indebtedness at the time of the Acquisition of the
      related Acquired Business;

            (v) cash placed in escrow to secure payment of Permitted Contingent
      Acquisition Obligations (other than Subordinated Contingent Acquisition
      Obligations) incurred after the Second Closing Date; provided that (x) the
      amount of such cash does not exceed the amount of such Permitted
      Contingent Acquisition Obligations and (y) Administrative Agent has a
      First Priority Lien on such cash, subject only to the interests of the
      party to whom such Permitted Contingent Acquisition Obligations and
      Permitted Acquisition Obligations are owed and to Liens securing
      obligations owed to the depositary institution at which such escrow is
      maintained for customary fees and expenses; and

            (vi) Other Liens securing Indebtedness in an aggregate amount not to
      exceed $500,000 at any time outstanding.

      B. EQUITABLE LIEN IN FAVOR OF LENDERS. If Company or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Liens excepted by
the provisions of


                                      163
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subsection 7.2A, it shall make or cause to be made effective provision whereby
the Obligations will be secured by such Lien equally and ratably with any and
all other Indebtedness secured thereby as long as any such Indebtedness shall be
so secured; provided that, notwithstanding the foregoing, this covenant shall
not be construed as a consent by Requisite Lenders to the creation or assumption
of any such Lien not permitted by the provisions of subsection 7.2A.

      C. NO FURTHER NEGATIVE PLEDGES. Except with respect to specific property
encumbered to secure payment of particular Indebtedness or to be sold pursuant
to an executed agreement with respect to an Asset Sale, neither any Borrower nor
any of its Subsidiaries shall enter into any agreement prohibiting the creation
or assumption of any Lien upon any of its properties or assets, whether now
owned or hereafter acquired; provided that the foregoing shall not apply to
restrictions against the assignment or encumbrance of the lessee's or licensee's
interest in leases of tangible goods or licenses of intellectual property that
were entered into in the ordinary course of Company's or its Subsidiaries'
business or that were entered into by any Subsidiary acquired after Effective
Date if such restrictions existed at the time such Subsidiary was acquired and
were not created in anticipation of such acquisition.

      D. NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO COMPANY OR OTHER
SUBSIDIARIES. Except as provided herein, each Borrower will not, and will not
permit any of its Subsidiaries to, create or otherwise cause or suffer to exist
or become effective any consensual encumbrance or restriction of any kind on the
ability of any such Subsidiary to (i) pay dividends or make any other
distributions on any of such Subsidiary's capital stock owned by Company or any
other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such
Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or
advances to Company or any other Subsidiary of Company, or (iv) transfer any of
its property or assets to Company or any other Subsidiary of Company.

7.3 INVESTMENTS; JOINT VENTURES.

            Each Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including any Joint Venture, except:

            (i) Company and its Subsidiaries may make and own Investments in
      Cash Equivalents;


                                      164
<PAGE>   173
            (ii) Company and its Subsidiaries may continue to own the
      Investments owned by them as of the Effective Date in any Subsidiaries of
      Company;

            (iii) Company and its Subsidiaries may make intercompany loans to
      the extent permitted under subsection 7.1(iv);

            (iv) Company and its Subsidiaries may make Consolidated Capital
      Expenditures permitted by subsection 7.8;

            (v) Company and its Subsidiaries may continue to own the Investments
      owned by them and described in Schedule 7.3 annexed hereto;

            (vi) Company and its Subsidiaries may make and own Qualified
      Investments maintained in the Investment Account to the extent required by
      subsection 2.4B(iv);

            (vii) Company and its Subsidiaries may make and own Investments
      permitted by subsection 7.7(vi); and

            (viii) Company and its Subsidiaries may make and own other
      Investments in an aggregate amount not to exceed at any time $100,000.

7.4   CONTINGENT OBLIGATIONS.

            Each Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create or become or remain liable with
respect to any Contingent Obligation, except:

            (i) Company may become and remain liable with respect to Contingent
      Obligations in respect of the Company Guaranty;

            (ii) Subsidiaries of Company may become and remain liable with
      respect to Contingent Obligations in respect of the Domestic Subsidiary
      Guaranty and the Canadian Subsidiary Guaranty;

            (iii) Company may become and remain liable with respect to
      Contingent Obligations in respect of Letters of Credit;

            (iv)  [intentionally omitted]


                                      165
<PAGE>   174
            (v) Company and its Subsidiaries may become and remain liable with
      respect to Contingent Obligations in respect of customary indemnification
      and purchase price adjustment obligations incurred in connection with
      Asset Sales or other sales of assets;

            (vi) Company (but not its Subsidiaries) may become and remain liable
      with respect to Permitted Contingent Acquisition Obligations;

            (vii) Company and its Subsidiaries may become and remain liable with
      respect to Contingent Obligations in respect of any Indebtedness of
      Company (other than Permitted Acquisition Indebtedness) or any of its
      Subsidiaries permitted by subsection 7.1;

            (viii) Company and its Subsidiaries, as applicable, may remain
      liable with respect to Contingent Obligations described in Schedule 7.4
      annexed hereto;

            (ix)  [intentionally omitted]; and

            (x) Company and its Subsidiaries may become and remain liable with
      respect to other Contingent Obligations; provided that the maximum
      aggregate liability, contingent or otherwise, of Company and its
      Subsidiaries in respect of all such Contingent Obligations shall at no
      time exceed $250,000.

7.5   RESTRICTED JUNIOR PAYMENTS.

            Each Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart
any sum for any Restricted Junior Payment; provided that (i) so long as no Event
of Default shall have occurred and be continuing or shall be caused thereby,
each Borrower may pay amounts owed under or in respect of Subordinated
Acquisition Indebtedness and Subordinated Contingent Acquisition Obligations
when such obligations become due and payable in accordance with the terms of,
and only to the extent required by, and subject to the subordination provisions
contained in, the agreements pursuant to which such Subordinated Acquisition
Indebtedness and Subordinated Contingent Acquisition Obligations were incurred,
as such agreements may be amended from time to time to the extent permitted
under subsection 7.15B, (ii) so long as no Event of Default shall have occurred
and be continuing or shall be caused thereby, Company may make Restricted Junior
Payments to Holdings (a) in an aggregate amount not to exceed $50,000 in any
Fiscal Year, to the extent necessary to permit Holdings to pay general
administrative costs and expenses,


                                      166
<PAGE>   175
(b) in an aggregate amount not to exceed $500,000 in any Fiscal Year or
$2,500,000 during the term of this Agreement, to the extent necessary to permit
Holdings to repurchase shares of Holdings Common Stock (or options or warrants
to acquire Holdings Common Stock) from Management Investors and other officers
and employees of Company and its Subsidiaries and their assignees, in each case
upon the termination of employment of such Management Investor, officer or
employee by Company and its Subsidiaries, and (c) to the extent necessary to
permit Holdings to discharge the consolidated tax liabilities of Holdings and
its Subsidiaries, in each case so long as Holdings applies the amount of any
such Restricted Junior Payment for such purpose.

7.6   FINANCIAL COVENANTS.

      A.    MINIMUM INTEREST COVERAGE RATIO.

            (i) Company shall not permit the ratio of (x) Consolidated EBITDA to
      (y) Consolidated Net Interest Expense for each period commencing on
      December 1, 1999 and ending on March 31, 2000, June 30, 2000, and
      September 30, 2000, to be less than 3.00 to 1.00.

            (ii) Company shall not permit the ratio of (x) Consolidated EBITDA
      to (y) Consolidated Net Interest Expense, as of the last day of any four
      Fiscal Quarter period ending after September 30, 2000, to be less than
      3.00 to 1.00.

      B.    MINIMUM FIXED CHARGE COVERAGE RATIO.

            (i) Company shall not permit the ratio of (x) Consolidated EBITDA
      minus Consolidated Capital Expenditures (net of any proceeds of any
      related financings with respect to such expenditures (including
      sale-leasebacks permitted in subsection 7.10) and excluding Consolidated
      Capital Expenditures made pursuant to subsection 7.8C) to (y) Consolidated
      Fixed Charges for each period commencing on December 1, 1999 and ending on
      March 31, 2000, June 30, 2000, and September 30, 2000, to be less than
      1.25 to 1.00.

            (ii) Company shall not permit the ratio of (x) Consolidated EBITDA
      minus Consolidated Capital Expenditures (net of any proceeds of any
      related financings with respect to such expenditures (including
      sale-leasebacks permitted in subsection 7.10) and excluding Consolidated
      Capital Expenditures made pursuant to subsection 7.8C) to (y) Consolidated
      Fixed Charges as of the last day


                                      167
<PAGE>   176
      of any four Fiscal Quarter period ending after September 30, 2000, to be
      less than 1.25 to 1.00.

      C. MAXIMUM SENIOR DEBT LEVERAGE RATIO. Company shall not permit the Senior
Debt Leverage Ratio during any period set forth below to exceed the correlative
ratio indicated:


<TABLE>
<CAPTION>
                     PERIOD                     SENIOR DEBT LEVERAGE RATIO
                     ------                     --------------------------
<S>                                             <C>
      Effective Date through Feb. 27, 2002              4.00:1.00
      Feb. 28, 2002 through Aug. 30, 2002               3.75:1.00
      Aug. 31, 2002 through Dec. 30, 2002               3.65:1.00
      Dec. 31, 2002 through June 29, 2003               3.50:1.00
      June 30, 2003 through Dec. 30, 2003               3.25:1.00
          Dec. 31, 2003 and thereafter                  3.00:1.00
</TABLE>


      D. MAXIMUM ADJUSTED SENIOR DEBT LEVERAGE RATIO. Company shall not permit
the Adjusted Senior Debt Leverage Ratio during any period set forth below to
exceed the correlative ratio indicated; provided that Company shall not be
obligated to comply with this covenant during any period for which Holdings and
its Subsidiaries have no Contingent Acquisition Obligations:

<TABLE>
<CAPTION>
                     PERIOD                ADJUSTED SENIOR DEBT LEVERAGE RATIO
                     ------                -----------------------------------
<S>                                        <C>
      Effective Date through May 30, 2000               3.85:1.00
          May 31, 2000 and thereafter                   3.75:1.00
</TABLE>

      E. MAXIMUM TOTAL DEBT LEVERAGE RATIO. Company shall not permit the Total
Debt Leverage Ratio during any period set forth below to exceed the correlative
ratio indicated:

<TABLE>
<CAPTION>
                     PERIOD                     TOTAL DEBT LEVERAGE RATIO
                     ------                     -------------------------
<S>                                             <C>
      Effective Date through Feb. 27, 2002              4.50:1.00
      Feb. 28, 2002 through Aug. 30, 2002               4.25:1.00
      Aug. 31, 2002 through Dec. 30, 2002               4.15:1.00
      Dec. 31, 2002 through June 29, 2003               4.00:1.00
      June 30, 2003 through Dec. 30, 2003               3.75:1.00
          Dec. 31, 2003 and thereafter                  3.50:1.00
</TABLE>


                                      168
<PAGE>   177
7.7   RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS.

            Each Borrower shall not, and shall not permit any of its
Subsidiaries to, alter the corporate, capital or legal structure of Company or
any of its Subsidiaries, or enter into any transaction of merger, consolidation
or amalgamation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or
sublessor), transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets, whether now
owned or hereafter acquired, or acquire by purchase or otherwise all or
substantially all the business, property or fixed assets of, or stock or other
evidence of beneficial ownership of any Person, or any division or line of
business of any Person, except:

            (i) any Subsidiary of Company may be merged with or into Company or
      any wholly-owned Domestic Subsidiary Guarantor or Canadian Subsidiary
      Guarantor, or be liquidated, wound up or dissolved, or all or any part of
      its business, property or assets may be conveyed, sold, leased,
      transferred or otherwise disposed of, in one transaction or a series of
      transactions, to Company or any wholly-owned Domestic Subsidiary Guarantor
      or Canadian Subsidiary Guarantor; provided that, in the case of such a
      merger, Company or such wholly-owned Domestic Subsidiary Guarantor or
      Canadian Subsidiary Guarantor shall be the continuing or surviving
      corporation;

            (ii) Company and its Subsidiaries may make Consolidated Capital
      Expenditures permitted under subsection 7.8;

            (iii) Company and its Subsidiaries may dispose of obsolete, worn out
      or surplus property in the ordinary course of business;

            (iv) Company and its Subsidiaries may sell or otherwise dispose of
      assets in transactions that do not constitute Asset Sales; provided that
      the consideration received for such assets shall be in an amount at least
      equal to the fair market value thereof;

            (v) subject to subsection 7.13, Company and its Subsidiaries may
      make Asset Sales of assets having an aggregate fair market value not in
      excess of $100,000 provided that (x) the consideration received for such
      assets shall be in an amount at least equal to the fair market value
      thereof; and (y) any Asset Sale Proceeds of such Asset Sales shall be
      applied as required by subsection 2.4B(iii)(a);


                                      169
<PAGE>   178
            (vi) Company or any of its Subsidiaries may make Permitted
      Acquisitions; provided that Company shall, and shall cause its
      Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9
      with respect to such acquisitions; and

            (vii) Company or any of its Subsidiaries may sell or transfer
      property as an Asset Sale in connection with sale and lease-back
      transactions permitted under subsection 7.10.

7.8   CONSOLIDATED CAPITAL EXPENDITURES.

      A.    Except as set forth in subsections 7.8B and 7.8C,

            (i) each Borrower shall not, and shall not permit its Subsidiaries
      to, make or incur Consolidated Capital Expenditures in excess of
      $1,000,000 for the period from the Effective Date to and including
      December 31, 1999; and

            (ii) each Borrower shall not, and shall not permit its Subsidiaries
      to, make or incur Consolidated Capital Expenditures for any four Fiscal
      Quarter period ending after December 31, 1999, in excess of 5.5% of
      Consolidated Net Revenue for such four Fiscal Quarter period as measured
      on the last day thereof.

      B. In addition to the Consolidated Capital Expenditures permitted by
subsections 7.8A and 7.8C, Company and its Subsidiaries may make Consolidated
Capital Expenditures during the period from January 1, 2000 to and including
December 31, 2000 in an amount not to exceed $2,000,000 to upgrade Company's and
its Subsidiaries' financial and MIS reporting systems.


                                      170
<PAGE>   179
      C. In addition to the Consolidated Capital Expenditures permitted by
subsections 7.8A and 7.8B, Company and its Subsidiaries may make Consolidated
Capital Expenditures with the proceeds of cash contributions made by Willis
Stein and BCI to Holdings after the Effective Date pursuant to Sections 1.04,
1.05 and 1.06 of the Recapitalization Agreement, if each of the following
conditions is met: (i) such cash contributions to Holdings are contributed in
cash to the capital of Company and are used to make such Consolidated Capital
Expenditures within thirty (30) days after receipt thereof by Holdings, (ii) no
Event of Default shall have occurred and be continuing at the time such
Consolidated Capital Expenditures are made, and (iii) Requisite Lenders shall
have given prior written approval of the use of such cash contributions for such
purpose.

7.9   RESTRICTION ON EQUIPMENT INDEBTEDNESS AND CAPITAL LEASES.

      Each Borrower shall not permit the ratio of (x) the aggregate principal
amount of all Indebtedness owed under Capital Leases (other than intercompany
leases between Company and its wholly-owned Subsidiaries) for which the
Borrowers and their Subsidiaries have become liable in any way, whether directly
or by assignment or as a guarantor or other surety, for the obligations of the
lessee thereunder plus the aggregate principal amount of all Equipment
Indebtedness for which the Borrowers and their Subsidiaries have become liable
in any way, whether directly or by assignment or as a guarantor or other surety,
to (y) Consolidated EBITDA, determined on a Pro Forma Basis, as of the last day
of any 12 Fiscal Month period, to be greater than 0.25 to 1.00.

7.10  SALES AND LEASE-BACKS.

      A. Each Borrower shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, become or remain liable as lessee or as a guarantor
or other surety with respect to any lease, whether an Operating Lease or a
Capital Lease, of any property (whether real, personal or mixed), whether now
owned or hereafter acquired, (i) which Company or any of its Subsidiaries has
sold or transferred or is to sell or transfer to any other Person (other than
Company or any of its Subsidiaries) or (ii) which Company or any of its
Subsidiaries intends to use for substantially the same purpose as any other
property which has been or is to be sold or transferred by Company or any of its
Subsidiaries to any Person (other than Company or any of its Subsidiaries) in
connection with such lease, except as set forth in subsection 7.10B.

      B. Company and its Subsidiaries may become and remain liable as lessee,
guarantor or other surety with respect to any such lease described in subsection
7.10A if and to the extent that (a) if such lease is a Capital Lease, Company or
any of its


                                      171
<PAGE>   180
Subsidiaries would be permitted to enter into, and remain liable under, such
Capital Lease under subsection 7.9 and the Net Asset Sale Proceeds from property
sold in such sale and lease-back are used to prepay the Revolving Loans, (b) if
such lease is an Operating Lease, the Net Asset Sale Proceeds from the property
sold in such sale and lease-back are used to make a mandatory prepayment of the
Loans and/or reduction in the Commitments in accordance with subsection
2.4B(iii)(a), (c) the property sold in such sale and lease-back is sold or
transferred within ninety (90) days of its acquisition by Company or any of its
Subsidiaries, (d) the original acquisition price for such property is less than
$1,000,000, (e) the aggregate amount of all sales and lease-backs permitted by
this subsection 7.10B does not exceed $2,000,000 in any Fiscal Year or
$10,000,000 for the duration of this Agreement.

7.11  SALE OR DISCOUNT OF RECEIVABLES.

            Each Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, sell with recourse, or discount or
otherwise sell for less than the face value thereof, any of its notes or
accounts receivable.

7.12  TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

      A. Each Borrower shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, enter into or permit to exist any transaction
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service) with any holder of 5% or more of any
class of equity Securities of Company or with any Affiliate of Company or of any
such holder, on terms that are less favorable to Company or that Subsidiary, as
the case may be, than those that might be obtained at the time from Persons who
are not such a holder or Affiliate; provided that the foregoing restriction
shall not apply to (i) any transaction between Company and any of its
wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries or
(ii) reasonable and customary fees paid to members of the Boards of Directors of
Company and its Subsidiaries.

      B. Each Borrower shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, pay or incur any liability for any management fees,
consulting fees, and advisory fees, or the like to any holder of 5% or more of
any class of equity Securities of Company or with any Affiliate of Company or of
any such holder.


                                      172
<PAGE>   181
7.13  DISPOSAL OF SUBSIDIARY STOCK.

            Each Borrower shall not:

            (i) directly or indirectly sell, assign, pledge or otherwise
      encumber or dispose of any shares of capital stock or other equity
      Securities of any of its Subsidiaries, except to qualify directors if
      required by applicable law; or

            (ii) permit any of its Subsidiaries directly or indirectly to sell,
      assign, pledge or otherwise encumber or dispose of any shares of capital
      stock or other equity Securities of any of its Subsidiaries (including
      such Subsidiary), except to Company, another Subsidiary of Company, or to
      qualify directors if required by applicable law.

7.14  CONDUCT OF BUSINESS.

            From and after the Effective Date, shall not, and shall not permit
any of its Subsidiaries to, engage in any business other than (i) the businesses
engaged in by Company and its Subsidiaries on the Effective Date and similar or
Related Businesses and (ii) such other lines of business as may be consented to
by Requisite Lenders.

7.15  AMENDMENTS OR WAIVERS OF CERTAIN RELATED AGREEMENTS.

      A. AMENDMENTS OR WAIVERS OF CERTAIN RELATED AGREEMENTS AND OTHER
AGREEMENTS. Neither any Borrower nor any of its Subsidiaries will agree to any
material amendment to, or waive any of its material rights under, any Related
Agreement, the METC Holdings Unanimous Shareholders Agreements or the METC
Unanimous Shareholders Agreement after the Effective Date without in each case
obtaining the prior written consent of Requisite Lenders to such amendment or
waiver. Borrowers shall notify Administrative Agent upon any amendment to, or
waiver of any material rights thereunder, of the Management Employment
Agreements or Stock Repurchase Agreements.

      B. AMENDMENTS OF DOCUMENTS RELATING TO SUBORDINATED INDEBTEDNESS,
SUBORDINATED ACQUISITION INDEBTEDNESS, AND SUBORDINATED CONTINGENT ACQUISITION
OBLIGATIONS. Each Borrower shall not, and shall not permit any of its
Subsidiaries to, amend or otherwise change the terms of any Subordinated
Indebtedness, Subordinated Acquisition Indebtedness, or Subordinated Contingent
Acquisition Obligations, or make any payment consistent with an amendment
thereof or change thereto, if the effect of such


                                      173
<PAGE>   182
amendment or change is to increase the interest rate on such Subordinated
Indebtedness, Subordinated Acquisition Indebtedness, or Subordinated Contingent
Acquisition Obligations, change (to earlier dates) any dates upon which payments
of principal or interest are due thereon, change any event of default or
condition to an event of default with respect thereto (other than to eliminate
any such event of default or increase any grace period related thereto), change
the redemption, prepayment or defeasance provisions thereof, change the
subordination provisions thereof (or of any guaranty thereof), or change any
collateral therefor (other than to release such collateral), or if the effect of
such amendment or change, together with all other amendments or changes made, is
to increase materially the obligations of the obligor thereunder or to confer
any additional rights on the holders of such Subordinated Indebtedness,
Subordinated Acquisition Indebtedness, or Subordinated Contingent Acquisition
Obligations (or a trustee or other representative on their behalf) which would
be adverse to Company or Lenders.

7.16  FISCAL YEAR.

            Each Borrower shall not change its Fiscal Year-end from December 31.

SECTION 8.  EVENTS OF DEFAULT

            If any of the following conditions or events ("Events of Default")
shall occur:

8.1   FAILURE TO MAKE PAYMENTS WHEN DUE.

            Failure by any Borrower to pay any installment of principal of any
Loan when due, whether at stated maturity, by acceleration, by notice of
voluntary prepayment, by mandatory prepayment or otherwise; failure by Company
to pay when due any amount payable to an Issuing Lender in reimbursement of any
drawing under a Letter of Credit; or failure by any Borrower to pay any interest
on any Loan or any fee or any other amount due under this Agreement within five
days after the date due; or

8.2   DEFAULT IN OTHER AGREEMENTS.

            (i) Failure of Company or any of its Subsidiaries to pay when due
any principal of or interest on or any other amount payable in respect of one or
more items of Indebtedness (other than Indebtedness referred to in subsection
8.1) or Contingent Obligations with an aggregate principal amount of $250,000 or
more, in each case


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beyond the end of any grace period provided therefor; or (ii) breach or default
by Company or any of its Subsidiaries with respect to any other material term of
(a) one or more items of Indebtedness or Contingent Obligations in the
individual or aggregate principal amounts referred to in clause (i) above or (b)
any loan agreement, mortgage, indenture or other agreement relating to such
item(s) of Indebtedness or Contingent Obligation(s), if the effect of such
breach or default is to cause, or to permit the holder or holders of that
Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder
or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or
be declared due and payable prior to its stated maturity or the stated maturity
of any underlying obligation, as the case may be (upon the giving or receiving
of notice, lapse of time, both, or otherwise); or

8.3   BREACH OF CERTAIN COVENANTS.

            Failure of any Borrower to perform or comply with any term or
condition contained in subsections 2.5 or 6.2 or Section 7 of this Agreement; or

8.4   BREACH OF WARRANTY.

            Any representation, warranty, certification or other statement made
by any Borrower or any of its Subsidiaries in any Loan Document or in any
statement or certificate at any time given by Company or any of its Subsidiaries
in writing pursuant hereto or thereto or in connection herewith or therewith
shall be false in any material respect on the date as of which made; or

8.5   OTHER DEFAULTS UNDER LOAN DOCUMENTS.

            Any Loan Party shall default in the performance of or compliance
with any term contained in this Agreement or any of the other Loan Documents,
other than any such term referred to in any other subsection of this Section 8,
and such default shall not have been remedied or waived within 30 days after the
occurrence thereof; or

8.6   INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

            (i) A court having jurisdiction in the premises shall enter a decree
or order for relief in respect of any Borrower or any of its Subsidiaries in an
involuntary case under the Bankruptcy Code or any other Insolvency Laws, which
decree or order is not stayed; or any other similar relief shall be granted
under any applicable Insolvency Laws; or (ii) an involuntary case shall be
commenced against any Borrower or any of its


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Subsidiaries under the Bankruptcy Code or under any other Insolvency Laws; or a
decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee, custodian or other
officer having similar powers over any Borrower or any of its Subsidiaries, or
over all or a substantial part of its property, shall have been entered; or
there shall have occurred the involuntary appointment of an interim receiver,
trustee or other custodian of any Borrower or any of its Subsidiaries for all or
a substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the
property of any Borrower or any of its Subsidiaries, and any such event
described in this clause (ii) shall continue for 60 days unless dismissed,
bonded or discharged; or

8.7   VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

            (i) any Borrower or any of its Subsidiaries shall have an order for
relief entered with respect to it or commence a voluntary case under the
Bankruptcy Code or under any other Insolvency Laws, or shall consent to the
entry of an order for relief in an involuntary case, or to the conversion of an
involuntary case to a voluntary case, under any such law, or shall consent to
the appointment of or taking possession by a receiver, trustee or other
custodian for all or a substantial part of its property; or any Borrower or any
of its Subsidiaries shall make any assignment for the benefit of creditors; or
(ii) any Borrower or any of its Subsidiaries shall be unable, or shall fail
generally, or shall admit in writing its inability, to pay its debts as such
debts become due; or the Board of Directors of any Borrower or any of its
Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise
authorize any action to approve any of the actions referred to in clause (i)
above or this clause (ii); or

8.8   JUDGMENTS AND ATTACHMENTS.

            Any money judgment, writ or warrant of attachment or similar process
involving (i) in any individual case an amount in excess of $100,000 or (ii) in
the aggregate at any time an amount in excess of $500,000 (in either case not
adequately covered by insurance as to which a solvent and unaffiliated insurance
company has acknowledged coverage) shall be entered or filed against any
Borrower or any of its Subsidiaries or any of their respective assets and shall
remain undischarged, unvacated, unbonded or unstayed for a period of 60 days (or
in any event later than five days prior to the date of any proposed sale
thereunder); or


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8.9   DISSOLUTION.

            Any order, judgment or decree shall be entered against any Borrower
or any of its Subsidiaries decreeing the dissolution or split up of such
Borrower or that Subsidiary and such order shall remain undischarged or unstayed
for a period in excess of 30 days; or

8.10  EMPLOYEE BENEFIT PLANS.

            There shall occur one or more ERISA Events which individually or in
the aggregate results in or might reasonably be expected to result in liability
of any Borrower, any of their Subsidiaries or any of their respective ERISA
Affiliates in excess of $100,000 during the term of this Agreement; or there
shall exist an amount of unfunded benefit liabilities (as defined in Section
4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans
(excluding for purposes of such computation any Pension Plans with respect to
which assets exceed benefit liabilities), which exceeds $100,000; or

8.11  MATERIAL ADVERSE EFFECT.

            Any event or change shall occur that has caused or evidences, either
in any case or in the aggregate, a Material Adverse Effect; or

8.12  CHANGE IN CONTROL.

            Willis Stein and BCI shall cease to beneficially own shares of
capital stock of Holdings in an amount sufficient to allow Willis Stein and BCI
to elect a majority of the members of the Board of Directors of Holdings; or

8.13  INVALIDITY OF GUARANTIES; FAILURE OF SECURITY; REPUDIATION OF
      OBLIGATIONS.

            At any time after the execution and delivery thereof, (i) any
Guaranty for any reason, other than the satisfaction in full of all Obligations,
shall cease to be in full force and effect (other than in accordance with its
terms) or shall be declared to be null and void, (ii) any Collateral Document
shall cease to be in full force and effect (other than by reason of a release of
Collateral thereunder in accordance with the terms hereof or thereof, the
satisfaction in full of the Obligations or any other termination of such
Collateral Document in accordance with the terms hereof or thereof) or shall be
declared null and void, or Administrative Agent shall not have or shall cease to
have a valid and perfected First Priority Lien in any Collateral purported to be
covered thereby, in each case for any reason other than the failure of
Administrative Agent or any Lender to take


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any action within its control, or (iii) any Loan Party shall contest the
validity or enforceability of any Loan Document in writing or deny in writing
that it has any further liability, including without limitation with respect to
future advances by Lenders, under any Loan Document to which it is a party; or

8.14  AMENDMENT OF CERTAIN DOCUMENTS OF HOLDINGS.

            Holdings shall agree to any material amendment to, or waive any of
its material rights under, or otherwise change any material terms of, any of the
Acquisition Agreements or the Holdings Certificate of Designations as in effect
on the Effective Date, in a manner adverse to Holdings or any of its
Subsidiaries or to Lenders without the prior written consent of Administrative
Agent and Requisite Lenders; or

8.15  CONDUCT OF BUSINESS BY HOLDINGS.

            Holdings shall (i) engage in any business other than entering into
and performing its obligations under and in accordance with the Loan Documents
and Related Agreements to which it is a party or (ii) own any assets other than
(a) the capital stock of Company and (b) Cash and Cash Equivalents in an amount
not to exceed $100,000 at any one time for the purpose of paying general
operating expenses of Holdings:

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (whether or not any beneficiary
under any such Letter of Credit shall have presented, or shall be entitled at
such time to present, the drafts or other documents or certificates required to
draw under such Letter of Credit), and (c) all other Obligations shall
automatically become immediately due and payable, without presentment, demand,
protest or other requirements of any kind, all of which are hereby expressly
waived by Company and Canadian Borrower, and the obligation of each Lender to
make any Loan, the obligation of Administrative Agent to issue any Letter of
Credit and the right of any Lender to issue any Letter of Credit hereunder shall
thereupon terminate, and (ii) upon the occurrence and during the continuation of
any other Event of Default, Administrative Agent shall, upon the written request
or with the written consent of Requisite Lenders, by written notice to the
Borrowers, declare all or any portion of the amounts described in clauses (a)
through (c) above to be, and the same shall forthwith become, immediately due
and payable, and the obligation of each Lender to make any Loan, the obligation
of Administrative Agent to issue any Letter of Credit and the right of any
Lender to issue any Letter of Credit hereunder shall thereupon terminate;
provided


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that the foregoing shall not affect in any way the obligations of Lenders under
subsection 3.3C(i).

            Any amounts described in clause (b) above, when received by
Administrative Agent, shall be held by Administrative Agent pursuant to the
terms of the Collateral Account (as defined in the Security Agreement) and shall
be applied as therein provided.

            Notwithstanding anything contained in the second preceding
paragraph, if at any time within 60 days after an acceleration of the Loans
pursuant to clause (ii) of such paragraph Borrowers shall pay all arrears of
interest and all payments on account of principal which shall have become due
otherwise than as a result of such acceleration (with interest on principal and,
to the extent permitted by law, on overdue interest, at the rates specified in
this Agreement) and all Events of Default (other than non-payment of the
principal of and accrued interest on the Loans, in each case which is due and
payable solely by virtue of acceleration) shall be remedied or waived pursuant
to subsection 10.6, then Requisite Lenders, by written notice to Borrowers, may
at their option rescind and annul such acceleration and its consequences; but
such action shall not affect any subsequent Event of Default or impair any right
consequent thereon. The provisions of this paragraph are intended merely to bind
Lenders to a decision which may be made at the election of Requisite Lenders and
are not intended, directly or indirectly, to benefit Borrowers, and such
provisions shall not at any time be construed so as to grant Borrowers the right
to require Lenders to rescind or annul any acceleration hereunder or to preclude
Administrative Agent or Lenders from exercising any of the rights or remedies
available to them under any of the Loan Documents, even if the conditions set
forth in this paragraph are met.

SECTION 9.  ADMINISTRATIVE AGENT

9.1   APPOINTMENT.

      A. APPOINTMENT OF ADMINISTRATIVE AGENT. CIBC is hereby appointed
Administrative Agent hereunder and under the other Loan Documents and each
Lender hereby authorizes Administrative Agent to act as its agent in accordance
with the terms of this Agreement and the other Loan Documents. Administrative
Agent agrees to act upon the express conditions contained in this Agreement and
the other Loan Documents, as applicable. The provisions of this Section 9 are
solely for the benefit of Administrative Agent and Lenders and Borrowers shall
have no rights as a third party beneficiary of any of the provisions thereof. In
performing its functions and duties under this Agreement,


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Administrative Agent shall act solely as an agent of Lenders and does not assume
and shall not be deemed to have assumed any obligation towards or relationship
of agency or trust with or for Company or any of its Subsidiaries (other than as
expressly provided in subsection 2.1D).

      B. APPOINTMENT OF SUPPLEMENTAL COLLATERAL ADMINISTRATIVE AGENTS. It is the
purpose of this Agreement and the other Loan Documents that there shall be no
violation of any law of any jurisdiction denying or restricting the right of
banking corporations or associations to transact business as agent or trustee in
such jurisdiction. It is recognized that in case of litigation under this
Agreement or any of the other Loan Documents, and in particular in case of the
enforcement of any of the Loan Documents, or in case Administrative Agent deems
that by reason of any present or future law of any jurisdiction it may not
exercise any of the rights, powers or remedies granted herein or in any of the
other Loan Documents or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that Administrative Agent
appoint an additional individual or institution as a separate trustee,
co-trustee, collateral agent or collateral co-agent (any such additional
individual or institution being referred to herein individually as a
"SUPPLEMENTAL COLLATERAL ADMINISTRATIVE AGENT" and collectively as "SUPPLEMENTAL
COLLATERAL ADMINISTRATIVE AGENTS").

            In the event that Administrative Agent appoints a Supplemental
Collateral Administrative Agent with respect to any Collateral, (i) each and
every right, power, privilege or duty expressed or intended by this Agreement or
any of the other Loan Documents to be exercised by or vested in or conveyed to
Administrative Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Collateral Administrative Agent to the extent, and
only to the extent, necessary to enable such Supplemental Collateral
Administrative Agent to exercise such rights, powers and privileges with respect
to such Collateral and to perform such duties with respect to such Collateral,
and every covenant and obligation contained in the Loan Documents and necessary
to the exercise or performance thereof by such Supplemental Collateral
Administrative Agent shall run to and be enforceable by either Administrative
Agent or such Supplemental Collateral Administrative Agent, and (ii) the
provisions of this Section 9 and of subsections 10.2 and 10.3 that refer to
Administrative Agent shall inure to the benefit of such Supplemental Collateral
Administrative Agent and all references therein to Administrative Agent shall be
deemed to be references to Administrative Agent and/or such Supplemental
Collateral Administrative Agent, as the context may require.


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            Should any instrument in writing from Company or any other Loan
Party be required by any Supplemental Collateral Administrative Agent so
appointed by Administrative Agent for more fully and certainly vesting in and
confirming to him or it such rights, powers, privileges and duties, Company
shall, or shall cause such Loan Party to, execute, acknowledge and deliver any
and all such instruments promptly upon request by Administrative Agent. In case
any Supplemental Collateral Administrative Agent, or a successor thereto, shall
die, become incapable of acting, resign or be removed, all the rights, powers,
privileges and duties of such Supplemental Collateral Administrative Agent, to
the extent permitted by law, shall vest in and be exercised by Administrative
Agent until the appointment of a new Supplemental Collateral Administrative
Agent.

9.2   POWERS AND DUTIES; GENERAL IMMUNITY.

      A. POWERS; DUTIES SPECIFIED. Each Lender irrevocably authorizes
Administrative Agent to take such action on such Lender's behalf and to exercise
such powers, rights and remedies hereunder and under the other Loan Documents as
are specifically delegated or granted to Administrative Agent by the terms
hereof and thereof, together with such powers, rights and remedies as are
reasonably incidental thereto. Administrative Agent shall have only those duties
and responsibilities that are expressly specified in this Agreement and the
other Loan Documents. Administrative Agent may exercise such powers, rights and
remedies and perform such duties by or through its agents or employees.
Administrative Agent shall not have, by reason of this Agreement or any of the
other Loan Documents, a fiduciary relationship in respect of any Lender; and
nothing in this Agreement or any of the other Loan Documents, expressed or
implied, is intended to or shall be so construed as to impose upon
Administrative Agent any obligations in respect of this Agreement or any of the
other Loan Documents except as expressly set forth herein or therein.

      B. NO RESPONSIBILITY FOR CERTAIN MATTERS. Administrative Agent shall not
be responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by Administrative Agent to Lenders or by
or on behalf of Company or its Subsidiaries to Administrative Agent or any
Lender in connection with the Loan Documents and the transactions contemplated
thereby or for the financial condition or business affairs of Company or its
Subsidiaries or any other Person liable for the payment of any


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Obligations, nor shall Administrative Agent be required to ascertain or inquire
as to the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Loan Documents or as to the use
of the proceeds of the Loans or the use of the Letters of Credit or as to the
existence or possible existence of any Event of Default. Anything contained in
this Agreement to the contrary notwithstanding, Administrative Agent shall not
have any liability arising from confirmations of the amount of outstanding Loans
or the Letter of Credit Usage or the component amounts thereof.

      C. EXCULPATORY PROVISIONS. Neither Administrative Agent nor any of its
officers, directors, employees or agents shall be liable to Lenders for any
action taken or omitted by Administrative Agent under or in connection with any
of the Loan Documents except to the extent caused by Administrative Agent's
gross negligence or willful misconduct. Administrative Agent shall be entitled
to refrain from any act or the taking of any action (including the failure to
take an action) in connection with this Agreement or any of the other Loan
Documents or from the exercise of any power, discretion or authority vested in
it hereunder or thereunder unless and until Administrative Agent shall have
received instructions in respect thereof from Requisite Lenders (or such other
Lenders as may be required to give such instructions under subsection 10.6) and,
upon receipt of such instructions from Requisite Lenders (or such other Lenders,
as the case may be), Administrative Agent shall be entitled to act or (where so
instructed) refrain from acting, or to exercise such power, discretion or
authority, in accordance with such instructions. Without prejudice to the
generality of the foregoing, (i) Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any communication, instrument or
document believed by it to be genuine and correct and to have been signed or
sent by the proper person or persons, and shall be entitled to rely and shall be
protected in relying on opinions and judgments of attorneys (who may be
attorneys for Company and its Subsidiaries), accountants, experts and other
professional advisors selected by it; and (ii) no Lender shall have any right of
action whatsoever against Administrative Agent as a result of Administrative
Agent acting or (where so instructed) refraining from acting under this
Agreement or any of the other Loan Documents in accordance with the instructions
of Requisite Lenders (or such other Lenders as may be required to give such
instructions under subsection 10.6).

      D. ADMINISTRATIVE AGENT ENTITLED TO ACT AS LENDER. The agency hereby
created shall in no way impair or affect any of the rights and powers of, or
impose any duties or obligations upon, Administrative Agent in its individual
capacity as a Lender hereunder. With respect to its participation in the Loans
and the Letters of Credit,


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Administrative Agent shall have the same rights and powers hereunder as any
other Lender and may exercise the same as though it were not performing the
duties and functions delegated to it hereunder, and the term "Lender" or
"Lenders" or any similar term shall, unless the context clearly otherwise
indicates, include Administrative Agent in its individual capacity.
Administrative Agent and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of banking, trust, financial advisory or other
business with Borrowers or any of their Affiliates as if it were not performing
the duties specified herein, and may accept fees and other consideration from
Borrowers for services in connection with this Agreement and otherwise without
having to account for the same to Lenders.

9.3   REPRESENTATIONS AND WARRANTIES; NO RESPONSIBILITY FOR APPRAISAL OF
CREDITWORTHINESS.

            Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Company and
its Subsidiaries in connection with the making of the Loans and the issuance of
Letters of Credit hereunder and that it has made and shall continue to make its
own appraisal of the creditworthiness of Company and its Subsidiaries.
Administrative Agent shall not have any duty or responsibility, either initially
or on a continuing basis, to make any such investigation or any such appraisal
on behalf of Lenders or to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before the
making of the Loans or at any time or times thereafter, and Administrative Agent
shall not have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders.

9.4   RIGHT TO INDEMNITY.

            Each Lender, in proportion to its Pro Rata Share, severally agrees
to indemnify Administrative Agent, to the extent that Administrative Agent shall
not have been reimbursed by Borrowers, for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including, without limitation, counsel fees and disbursements) or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against Administrative Agent in exercising its powers, rights and
remedies or performing its duties hereunder or under the other Loan Documents or
otherwise in its capacity as Administrative Agent in any way relating to or
arising out of this Agreement or the other Loan Documents; provided that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements


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resulting from Administrative Agent's gross negligence or willful misconduct. If
any indemnity furnished to Administrative Agent for any purpose shall, in the
opinion of Administrative Agent, be insufficient or become impaired,
Administrative Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished.

9.5   SUCCESSOR ADMINISTRATIVE AGENT.

            Administrative Agent may resign at any time by giving 30 days' prior
written notice thereof to Lenders and Borrowers, and Administrative Agent may be
removed at any time with or without cause by an instrument or concurrent
instruments in writing delivered to Borrowers and Administrative Agent and
signed by Requisite Lenders. Upon any such notice of resignation or any such
removal, Requisite Lenders shall have the right, upon five Business Days' notice
to Borrowers, to appoint a successor Administrative Agent, with the written
consent of Borrowers at all times other than during the existence of an Event of
Default, which consent of Borrowers, if required, shall not be unreasonably
withheld. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, that successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring or removed Administrative Agent and the
retiring or removed Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring or removed Administrative
Agent's resignation or removal hereunder as Administrative Agent, the provisions
of this Section 9 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement.

9.6   COLLATERAL DOCUMENTS AND GUARANTIES.

      A. GENERAL. Each Lender hereby further authorizes Administrative Agent, on
behalf of and for the benefit of Lenders, to enter into each Collateral Document
as secured party and to be the agent for and representative of Lenders under
each Guaranty, and each Lender agrees to be bound by the terms of each
Collateral Document and each Guaranty; provided that Administrative Agent shall
not (i) enter into or consent to any material amendment, modification,
termination or waiver of any provision contained in any Collateral Document or
Guaranty or (ii) release any Collateral (except as otherwise expressly permitted
or required pursuant to the terms of this Agreement or the applicable Collateral
Document), in each case without the prior consent of Requisite Lenders (or, if
required pursuant to subsection 10.6, all Lenders); provided further, however,
that, without further written consent or authorization from Lenders,
Administrative Agent may


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execute any documents or instruments necessary to (a) release any Lien
encumbering any item of Collateral that is the subject of a sale or other
disposition of assets permitted by this Agreement or to which Requisite Lenders
have otherwise consented or (b) release any Guarantor from any Guaranty if all
of the capital stock of such Guarantor is sold to any Person (other than an
Affiliate of Company) pursuant to a sale or other disposition permitted
hereunder or to which Requisite Lenders have otherwise consented. Anything
contained in any of the Loan Documents to the contrary notwithstanding,
Borrowers, Administrative Agent and each Lender hereby agree that (X) no Lender
shall have any right individually to realize upon any of the Collateral under
any Collateral Document or to enforce any Guaranty, it being understood and
agreed that all powers, rights and remedies under the Collateral Documents and
the Guaranties may be exercised solely by Administrative Agent for the benefit
of Lenders in accordance with the terms thereof, and (Y) in the event of a
foreclosure by Administrative Agent on any of the Collateral pursuant to a
public or private sale, Administrative Agent or any Lender may be the purchaser
of any or all of such Collateral at any such sale and Administrative Agent, as
agent for and representative of Lenders (but not any Lender or Lenders in its or
their respective individual capacities unless Requisite Lenders shall otherwise
agree in writing) shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such public sale, to use and apply any of the Obligations
as a credit on account of the purchase price for any collateral payable by
Administrative Agent at such sale. Each Lender hereby constitutes and appoints
Administrative Agent as its true, lawful and specific attorney, to act on its
behalf, for purposes of granting and executing any and all Collateral Documents,
and any extensions, renewals, modifications, and discharges of the Collateral
Documents and the Collateral.

      B. POWER OF ATTORNEY. For greater certainty and without limiting the
powers of Administrative Agent hereunder and for purposes of constituting
security on any of the property, present or future, real, personal, movable or
immovable of a Canadian Subsidiary, the Canadian Borrower or any Canadian
Subsidiary Guarantor located in Quebec pursuant to the Canadian Collateral
Documents for the payment of any bonds, notes, other title of indebtedness or
any obligation, each of Administrative Agent (for the benefit of itself and each
of the present and future Lenders) and Lenders acknowledges that Administrative
Agent shall, for the purposes of holding any such security, be the holder of an
irrevocable power of attorney ("fonde de pouvoir") of the benefit of Lenders and
for the benefit of all present and future Lenders. Administrative Agent (for
itself and each of the present and future Lenders) and Lenders agree that,
notwithstanding the provisions of Section 32 of the Special Corporate Powers Act
(Quebec), Administrative


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Agent may, as the person holding the power of attorney of Lenders, acquire any
title of indebtedness secured by any of the Canadian Collateral Documents.

9.7   RESTRICTIONS ON ACTIONS BY LENDERS; SHARING OF PAYMENTS.

            Each Lender agrees that it shall not, without the express consent of
Administrative Agent, set-off any amounts owing by such Lender to a Borrower or
any Guarantor or any accounts of a Borrower or any Guarantor now or hereafter
maintained with such Lender, except to the extent of the Loans made by such
Lender and the accrued and unpaid interest thereon and fees with respect
thereto, and subject to subsection 10.4. Each Lender further agrees that it
shall not, unless specifically requested to do so by Administrative Agent, take
or cause to be taken any action, including, without limitation, any demand for
payment or commencement of any legal or equitable proceedings, against a
Borrower or any Guarantor or otherwise to foreclose any Lien on, or otherwise
enforce any security interest in, any of the Collateral, the purpose of which
is, or could be, to give such Lender any preference or priority against the
other Lenders with respect to the Collateral.

9.8   DUTIES OF OTHER AGENTS.

      Neither Documentation Agent nor Syndication Agent shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Lenders as such. Without limiting the foregoing,
none of such Lenders shall have or be deemed to have a fiduciary relationship
with any Lender. Each Lender hereby makes the same acknowledgements with respect
to such Lenders as it makes with respect to Administrative Agent in subsection
9.3.

SECTION 10. MISCELLANEOUS

10.1 ASSIGNMENTS AND PARTICIPATIONS IN LOANS AND LETTERS OF CREDIT.

      A. GENERAL. Subject to subsection 10.1B, each Lender shall have the right
at any time to (i) sell, assign or transfer to any Eligible Assignee, or (ii)
sell participations to any Person in, all or any part of its Commitments or any
Loan or Loans made by it or its Letters of Credit or participations therein or
any other interest herein or in any other Obligations owed to it; provided that
no such sale, assignment, transfer or participation shall, without the consent
of a Borrower, require such Borrower to file a registration statement with the
Securities and Exchange Commission or apply to qualify such sale, assignment,
transfer or participation under the securities laws of any state; provided,


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further that no such sale, assignment or transfer described in clause (i) above
shall be effective unless and until an Assignment Agreement effecting such sale,
assignment or transfer shall have been accepted by Administrative Agent and
recorded in the Register as provided in subsection 10.1B(ii); provided, further
that no such sale, assignment, transfer or participation of any Letter of Credit
or any participation therein may be made separately from a sale, assignment,
transfer or participation of a corresponding interest in the Revolving Loan
Commitment and the Revolving Loans of the Lender effecting such sale,
assignment, transfer or participation. Except as otherwise provided in this
subsection 10.1, no Lender shall, as between any Borrower and such Lender, be
relieved of any of its obligations hereunder as a result of any sale, assignment
or transfer of, or any granting of participations in, all or any part of its
Commitments or the Loans, the Letters of Credit or participations therein, or
the other Obligations owed to such Lender.

      B.    ASSIGNMENTS.

            (i) Amounts and Terms of Assignments. Each Commitment, Loan, Letter
      of Credit or participation therein, or other Obligation may (a) be
      assigned in any amount to another Lender, or to an Affiliate of the
      assigning Lender or another Lender, with the giving of notice to Company
      and the consent of Administrative Agent (which consent shall not be
      unreasonably withheld) or (b) be assigned in an aggregate amount of not
      less than $2,500,000 (or such lesser amount as shall constitute the
      aggregate amount of the Commitments, Loans, Letters of Credit and
      participations therein, and other Obligations of the assigning Lender) to
      any other Eligible Assignee with the consent of Company (except that
      consent of Company shall not be required after the occurrence and during
      the continuance of an Event of Default) and Administrative Agent (which
      consent of Company and Administrative Agent shall not be unreasonably
      withheld or delayed); provided, that, except as permitted by the next
      sentence hereof, any such assignment in accordance with either clause (a)
      or (b) above made on or before February 1, 2000 shall effect a pro rata
      assignment (based on the respective principal amounts thereof then
      outstanding or in effect) of each of the Commitments of such Lender and
      each of the Loans of such Lender. The foregoing proviso shall not apply to
      any assignment by a Lender to an Affiliated Fund of such Lender, if and
      only if such assignor and assignee agree to vote their interests in the
      Loans and Commitments together as if such interests were held by a single
      entity, and expressly agree for the benefit of the parties hereto to be
      bound by the provisions of subsection 2.9. To the extent of any such
      assignment in accordance with either clause (a) or (b) above, the
      assigning Lender shall be


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      relieved of its obligations with respect to its Commitments, Loans,
      Letters of Credit or participations therein, or other Obligations or the
      portion thereof so assigned. The parties to each such assignment shall
      execute and deliver to Administrative Agent, for its acceptance and
      recording in the Register, an Assignment Agreement, together with a
      processing and recordation fee of $3,500 and such forms, certificates or
      other evidence, if any, with respect to United States federal income tax
      withholding matters as the assignee under such Assignment Agreement may be
      required to deliver to Administrative Agent pursuant to subsection
      2.7B(iii)(a). Upon such execution, delivery, acceptance and recordation,
      from and after the effective date specified in such Assignment Agreement,
      (y) the assignee thereunder shall be a party hereto and, to the extent
      that rights and obligations hereunder have been assigned to it pursuant to
      such Assignment Agreement, shall have the rights and obligations of a
      Lender hereunder and (z) the assigning Lender thereunder shall, to the
      extent that rights and obligations hereunder have been assigned by it
      pursuant to such Assignment Agreement, relinquish its rights (other than
      any rights which survive the termination of this Agreement under
      subsection 10.9B) and be released from its obligations under this
      Agreement (and, in the case of an Assignment Agreement covering all or the
      remaining portion of an assigning Lender's rights and obligations under
      this Agreement, such Lender shall cease to be a party hereto; provided
      that, anything contained in any of the Loan Documents to the contrary
      notwithstanding, if such Lender is the Issuing Lender with respect to any
      outstanding Letters of Credit such Lender shall continue to have all
      rights and obligations of an Issuing Lender with respect to such Letters
      of Credit until the cancellation or expiration of such Letters of Credit
      and the reimbursement of any amounts drawn thereunder). The Commitments
      hereunder shall be modified to reflect the Commitment of such assignee and
      any remaining Commitment of such assigning Lender and, if any such
      assignment occurs after the issuance of the Notes hereunder, the assigning
      Lender shall, upon the effectiveness of such assignment or as promptly
      thereafter as practicable, surrender its applicable Notes to
      Administrative Agent for cancellation, and thereupon new Notes shall be
      issued to the assignee and/or to the assigning Lender, substantially in
      the form of Exhibit IV-A, Exhibit IV-B, Exhibit V, Exhibit VI, Exhibit
      VII-A or Exhibit VII-B annexed hereto, as the case may be, with
      appropriate insertions, to reflect the new Loans and/or Commitments of the
      assignee and/or the assigning Lender.

            (ii) Acceptance by Administrative Agent; Recordation in Register.
      Upon its receipt of an Assignment Agreement executed by an assigning
      Lender


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      and an assignee representing that it is an Eligible Assignee, together
      with the processing and recordation fee referred to in subsection 10.1B(i)
      and any forms, certificates or other evidence with respect to United
      States federal income tax withholding matters that such assignee may be
      required to deliver to Administrative Agent pursuant to subsection
      2.7B(iii)(a), Administrative Agent shall, if Administrative Agent has
      consented to the assignment evidenced thereby (to the extent such consent
      is required pursuant to subsection 10.1B(i)), (a) accept such Assignment
      Agreement by executing a counterpart thereof as provided therein (which
      acceptance shall evidence any required consent of Administrative Agent to
      such assignment), (b) record the information contained therein in the
      Register, and (c) give prompt notice thereof to Borrowers. Administrative
      Agent shall maintain a copy of each Assignment Agreement delivered to and
      accepted by it as provided in this subsection 10.1B(ii).

            (iii) Subject to subsection 9.7, the rights of Administrative Agent
      and each Lender, including any assignee Lender, shall be solidary such
      that each of them shall be entitled to:

                  (a) demand repayment of Loans outstanding from time to time in
            accordance with the Loan Agreement;

                  (b) exact the whole performance of the Obligations from the
            Borrowers and the Guarantied Obligations from the Guarantors;

                  (c) benefit from the Collateral Documents and Collateral;

                  (d) give a full acquittance of the Obligations and the
            Guarantied Obligations; and

                  (e) exercise all rights and recourses under the Loan
            Documents;

                        the whole to the extent of the interest so assigned or
            transferred; provided, however, that the obligation to make Loans
            and to issue or arrange for the issuance of Letters of Credit as
            between such assuming Lender and each other Lender shall be several,
            and not joint and several or solidary and, accordingly, the
            Borrowers' recourse against such assuming Lender and the other
            Lenders, will be limited to the amount of


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            the respective Commitments of such assuming Lender and each other
            Lender.

            (iv) The Borrowers and each Canadian Guarantor shall execute and
      intervene in each Assignment Agreement; provided, that failure to execute
      and intervene in any Assignment Agreement shall not limit the
      effectiveness of such Assignment Agreement. The Borrowers, any other
      Guarantor and the assignee shall execute such further documents and
      confirmations including, without limitation in the case of the Borrowers
      and any other Guarantor, security documents and/or amendments to security
      documents and in the case of the assignee, amendments to and interventions
      in the Loan Documents (including the execution of any accession memorandum
      or other supplemental agreement or deed), as may be requested by
      Administrative Agent in connection with the assignment or transfer.

      C. PARTICIPATIONS. The holder of any participation, other than an
Affiliate of the Lender granting such participation, shall not be entitled to
require such Lender to take or omit to take any action hereunder except action
directly affecting (i) the extension of the scheduled final maturity date of any
Loan allocated to such participation or (ii) a reduction of the principal amount
of or the rate of interest payable on any Loan allocated to such participation,
and all amounts payable by Borrowers hereunder (including without limitation
amounts payable to such Lender pursuant to subsections 2.6D, 2.7 and 3.6) shall
be determined as if such Lender had not sold such participation. Borrowers and
each Lender hereby acknowledge and agree that, solely for purposes of
subsections 10.4 and 10.5, (a) any participation will give rise to a direct
obligation of Company to the participant and (b) the participant shall be
considered to be a "Lender".

      D. ASSIGNMENTS TO FEDERAL RESERVE BANKS. In addition to the assignments
and participations permitted under the foregoing provisions of this subsection
10.1, any Lender may assign and pledge all or any portion of its Loans, the
other Obligations owed to such Lender, and its Notes to any Federal Reserve Bank
as collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any operating circular issued by such Federal Reserve
Bank; provided that (i) no Lender shall, as between any Borrower and such
Lender, be relieved of any of its obligations hereunder as a result of any such
assignment and pledge and (ii) in no event shall such Federal Reserve Bank be
considered to be a "Lender" or be entitled to require the assigning Lender to
take or omit to take any action hereunder.


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      E. INFORMATION. Each Lender may furnish any information concerning Company
and its Subsidiaries in the possession of that Lender from time to time to
assignees and participants (including prospective assignees and participants),
subject to assignees and participants (and prospective assignees and
participants) agreeing to be bound by subsection 10.19.

      F. REPRESENTATIONS OF LENDERS. Each Lender listed on the signature pages
hereof hereby represents and warrants (i) that it is an Eligible Assignee
described in clause (A) of the definition thereof; (ii) that it has experience
and expertise in the making of loans such as the Loans; and (iii) that it will
make its Loans for its own account in the ordinary course of its business and
without a view to distribution of such Loans within the meaning of the
Securities Act or the Exchange Act or other federal securities laws (it being
understood that, subject to the provisions of this subsection 10.1, the
disposition of such Loans or any interests therein shall at all times remain
within its exclusive control). Each Lender that becomes a party hereto pursuant
to an Assignment Agreement shall be deemed to agree that the representations and
warranties of such Lender contained in Section 2(c) of such Assignment Agreement
are incorporated herein by this reference.

10.2  EXPENSES.

            Whether or not the transactions contemplated hereby shall be
consummated, each Borrower, jointly and severally, agrees to pay promptly (i)
all the actual and reasonable costs and expenses of preparation of the Loan
Documents and any consents, amendments, waivers or other modifications thereto;
(ii) all the costs of furnishing all opinions by counsel for Borrower (including
without limitation any opinions requested by Lenders as to any legal matters
arising hereunder) and of Borrower's performance of and compliance with all
agreements and conditions on its part to be performed or complied with under
this Agreement and the other Loan Documents including, without limitation, with
respect to confirming compliance with environmental, insurance and solvency
requirements; (iii) the reasonable fees, expenses and disbursements of counsel
to Administrative Agent (including allocated costs of internal counsel) in
connection with the negotiation, preparation, execution and administration of
the Loan Documents and any consents, amendments, waivers or other modifications
thereto and any other documents or matters requested by a Borrower, whether or
not any such consents, amendments waivers or modifications become effective;
(iv) all the actual costs and reasonable expenses of creating and perfecting
Liens in favor of Administrative Agent on behalf of Lenders pursuant to any
Collateral Document, including without limitation filing and recording fees,
expenses and taxes, stamp or documentary taxes,


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search fees, title insurance premiums, and reasonable fees, expenses and
disbursements of counsel to Administrative Agent and of counsel providing any
opinions that Administrative Agent or Requisite Lenders may request in respect
of the Collateral Documents or the Liens created pursuant thereto; (v) all the
actual costs and reasonable expenses (including without limitation the
reasonable fees, expenses and disbursements of any auditors, accountants or
appraisers and any environmental or other consultants, advisors and agents
employed or retained by Administrative Agent or its counsel) of obtaining and
reviewing any appraisals provided for under subsection 6.9C, any environmental
audits or reports provided for under subsection 6.9B(vii) and any audits or
reports provided for under subsection 6.5B; (vi) the custody or preservation of
any of the Collateral; (vii) all other actual and reasonable costs and expenses
incurred by Administrative Agent in connection with the syndication of the
Commitments and the negotiation, preparation, execution and administration of
the Loan Documents and any consents, amendments, waivers or other modifications
thereto and the transactions contemplated thereby, whether or not any such
consents, amendments waivers or modifications become effective; and (viii) after
the occurrence of an Event of Default, all costs and expenses, including
reasonable attorneys' fees (including allocated costs of internal counsel) and
costs of settlement, incurred by Administrative Agent and Lenders in enforcing
any Obligations of or in collecting any payments due from any Loan Party
hereunder or under the other Loan Documents by reason of such Event of Default
(including, without limitation, in connection with the sale of, collection from,
or other realization upon any of the Collateral or the enforcement of the
Guaranties) or in connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement in the nature of a "work-out" or
pursuant to any insolvency or bankruptcy proceedings.

10.3  INDEMNITY.

            In addition to the payment of expenses pursuant to subsection 10.2,
whether or not the transactions contemplated hereby shall be consummated, each
Borrower, jointly and severally, agrees to defend (subject to Indemnitees'
selection of counsel), indemnify, pay and hold harmless Administrative Agent and
Lenders, and the officers, directors, employees, agents and affiliates of
Administrative Agent and Lenders (collectively called the "INDEMNITEES"), from
and against any and all Indemnified Liabilities (as hereinafter defined);
provided that Borrowers shall not have any obligation to any Indemnitee
hereunder with respect to any Indemnified Liabilities to the extent such
Indemnified Liabilities arise solely from the gross negligence or willful
misconduct of that Indemnitee as determined by a final judgment of a court of
competent jurisdiction.


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<PAGE>   201
            As used herein, "INDEMNIFIED LIABILITIES" means, collectively, any
and all liabilities, obligations, losses, damages (including natural resource
damages), penalties, actions, judgments, suits, claims (including Environmental
Claims), costs (including the costs of any investigation, study, sampling,
testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any United States federal, Canadian
federal, state, provincial or foreign laws, statutes, rules or regulations
(including securities and commercial laws, statutes, rules or regulations and
Environmental Laws), on common law or equitable cause or on contract or
otherwise, that may be imposed on, incurred by, or asserted against any such
Indemnitee, in any manner relating to or arising out of (i) this Agreement or
the other Loan Documents or the Related Agreements or the Acquisition Agreements
or the transactions contemplated hereby or thereby (including Lenders' agreement
to make the Loans hereunder or the use or intended use of the proceeds thereof
or the issuance of Letters of Credit hereunder or the use or intended use of any
thereof, or any enforcement of any of the Loan Documents (including any sale of,
collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranties), (ii) the statements contained in the commitment
letter delivered by any Lender to a Borrower with respect thereto, or (iii) any
Environmental Claim or any Hazardous Materials Activity relating to or arising
from, directly or indirectly, any past or present activity, operation, land
ownership, or practice of Company or any of its Subsidiaries.

            To the extent that the undertakings to defend, indemnify, pay and
hold harmless set forth in this subsection 10.3 may be unenforceable in whole or
in part because they are violative of any law or public policy, each Borrower
shall contribute the maximum portion that it is permitted to pay and satisfy
under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by Indemnitees or any of them.

10.4  SET-OFF; SECURITY INTEREST IN DEPOSIT ACCOUNTS.

            In addition to any rights now or hereafter granted under applicable
law and not by way of limitation of any such rights, upon the occurrence and
during the


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continuation of any Event of Default each Lender is hereby authorized by each
Borrower at any time or from time to time, without notice to such Borrower or to
any other Person, any such notice being hereby expressly waived, to set off and
to appropriate and to apply any and all deposits (general or special, including,
but not limited to, Indebtedness evidenced by certificates of deposit, whether
matured or unmatured, but not including trust accounts) and any other
Indebtedness at any time held or owing by that Lender to or for the credit or
the account of a Borrower against and on account of the obligations and
liabilities of such Borrower to that Lender under this Agreement, the Letters of
Credit and participations therein and the other Loan Documents, including, but
not limited to, all claims of any nature or description arising out of or
connected with this Agreement, the Letters of Credit and participations therein
or any other Loan Document, irrespective of whether or not (i) that Lender shall
have made any demand hereunder or (ii) the principal of or the interest on the
Loans or any amounts in respect of the Letters of Credit or any other amounts
due hereunder shall have become due and payable pursuant to Section 8 and
although said obligations and liabilities, or any of them, may be contingent or
unmatured. Each Borrower hereby further grants to Administrative Agent and each
Lender a security interest in all deposits and accounts maintained with
Administrative Agent or such Lender as security for the Obligations.

10.5  RATABLE SHARING.

            Lenders hereby agree among themselves that if any of them shall,
whether by voluntary payment (other than a voluntary prepayment of Loans made
and applied in accordance with the terms of this Agreement), by realization upon
security, through the exercise of any right of set-off or banker's lien, by
counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash
collateral under any applicable Insolvency Laws, receive payment or reduction of
a proportion of the aggregate amount of principal, interest, amounts payable in
respect of Letters of Credit, fees and other amounts then due and owing to that
Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE
AMOUNTS DUE" to such Lender) which is greater than the proportion received by
any other Lender in respect of the Aggregate Amounts Due to such other Lender,
then the Lender receiving such proportionately greater payment shall (i) notify
Administrative Agent and each other Lender of the receipt of such payment and
(ii) apply a portion of such payment to purchase participations (which it shall
be deemed to have purchased from each seller of a participation simultaneously
upon the receipt by such seller of its portion of such payment) in the Aggregate
Amounts Due to the other Lenders so that all such recoveries of Aggregate
Amounts Due shall be shared by all Lenders in


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<PAGE>   203
proportion to the Aggregate Amounts Due to them; provided that if all or part of
such proportionately greater payment received by such purchasing Lender is
thereafter recovered from such Lender upon the bankruptcy or reorganization of
Company or otherwise, those purchases shall be rescinded and the purchase prices
paid for such participations shall be returned to such purchasing Lender ratably
to the extent of such recovery, but without interest. Each Borrower expressly
consents to the foregoing arrangement and agrees that any holder of a
participation so purchased may exercise any and all rights of banker's lien,
set-off or counterclaim with respect to any and all monies owing by a Borrower
to that holder with respect thereto as fully as if that holder were owed the
amount of the participation held by that holder.

10.6  AMENDMENTS AND WAIVERS.

            No amendment, modification, termination or waiver of any provision
of this Agreement or of the Notes, and no consent to any departure by any
Borrower therefrom, shall in any event be effective without the written
concurrence of Requisite Lenders; provided that any such amendment,
modification, termination, waiver or consent which: increases the amount of any
of the Commitments or reduces the principal amount of any of the Loans; changes
in any manner the definitions of "Class", "Pro Rata Share", "Requisite Class
Lenders" or "Requisite Lenders"; changes in any manner any provision of this
Agreement which, by its terms, expressly requires the approval or concurrence of
all Lenders; postpones the scheduled final maturity date (but not the date of
any scheduled installment of principal) of any of the Loans; postpones the date
on which any interest or any fees are payable; decreases the interest rate borne
by any of the Loans (other than any waiver of any increase in the interest rate
applicable to any of the Loans pursuant to subsection 2.2E) or the amount of any
fees payable to the Lenders or Administrative Agent hereunder; increases the
maximum duration of Interest Periods permitted hereunder; reduces the amount or
postpones the due date of any amount payable in respect of, or extends the
required expiration date of, any Letter of Credit; changes in any manner the
obligations of Lenders relating to the purchase of participations in Letters of
Credit; releases any Lien granted in favor of Administrative Agent with respect
to 25% or more in aggregate fair market value of the Collateral; releases any
Guarantor from its obligations under the Guaranty to which it is a party, in
each case other than in accordance with the terms of the Loan Documents; or
changes in any manner the provisions contained in subsection 8.1 or this
subsection 10.6 shall be effective only if evidenced by a writing signed by or
on behalf of all Lenders; provided further, that Administrative Agent may
execute documents releasing Liens on Collateral to the extent permitted by
subsection 9.6. In addition, (i) any amendment, modification,


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termination or waiver of any of the provisions contained in Section 4 shall be
effective only if evidenced by a writing signed by or on behalf of
Administrative Agent and Requisite Lenders, (ii) no amendment, modification,
termination or waiver of any provision of any Note shall be effective without
the written concurrence of the Lender which is the holder of that Note, (iii)
[intentionally omitted], (iv) no amendment, modification, termination or waiver
of any provision of Section 9 or of any other provision of this Agreement which,
by its terms, expressly requires the approval or concurrence of Administrative
Agent shall be effective without the written concurrence of Administrative
Agent, and (v) no amendment, modification, termination or waiver of any
provision of subsection 2.4 which has the effect of changing any interim
scheduled payments, voluntary or mandatory prepayments, or Commitment reductions
applicable to a Class in a manner that disproportionately disadvantages such
Class relative to any other Class shall be effective without the written
concurrence of Requisite Class Lenders of such affected Class (it being
understood and agreed that any amendment, modification, termination or waiver of
any such provision which only postpones or reduces any interim scheduled
payment, voluntary or mandatory prepayment, or Commitment reduction from those
set forth in subsection 2.4 with respect to one Class but not any other Class
shall be deemed to disproportionately disadvantage such one Class but not to
disproportionately disadvantage any such other Class for purposes of this clause
(v)). Administrative Agent may, but shall have no obligation to, with the
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender. Any waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it was given. No
notice to or demand on any Borrower in any case shall entitle such Borrower to
any other or further notice or demand in similar or other circumstances. Any
amendment, modification, termination, waiver or consent effected in accordance
with this subsection 10.6 shall be binding upon each Lender at the time
outstanding, each future Lender and, if signed by Borrowers, on Borrowers.

10.7  INDEPENDENCE OF COVENANTS.

            All covenants hereunder shall be given independent effect so that if
a particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within
the limitations of, another covenant shall not avoid the occurrence of an Event
of Default if such action is taken or condition exists.


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10.8  NOTICES.

            Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, telexed or sent by telefacsimile or United States or
Canada mail or courier service and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of telefacsimile or
telex, or three Business Days after depositing it in the United States or Canada
mail with postage prepaid and properly addressed; provided that notices to
Administrative Agent shall not be effective until received. For the purposes
hereof, the address of each party hereto shall be as set forth under such
party's name on the signature pages hereof or (i) as to Borrowers and
Administrative Agent, such other address as shall be designated by such Person
in a written notice delivered to the other parties hereto and (ii) as to each
other party, such other address as shall be designated by such party in a
written notice delivered to Administrative Agent.

10.9  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

      A. All representations, warranties and agreements made herein shall
survive the execution and delivery of this Agreement and the making of the Loans
and the issuance of the Letters of Credit hereunder.

      B. Notwithstanding anything in this Agreement or implied by law to the
contrary, the agreements of Company set forth in subsections 2.6D, 2.7, 3.5A,
3.6, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in subsections
9.2C, 9.4 and 10.5 shall survive the payment of the Loans, the cancellation or
expiration of the Letters of Credit and the reimbursement of any amounts drawn
thereunder, and the termination of this Agreement.

10.10 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

            No failure or delay on the part of Administrative Agent or any
Lender in the exercise of any power, right or privilege hereunder or under any
other Loan Document shall impair such power, right or privilege or be construed
to be a waiver of any default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Agreement and the other Loan Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.


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10.11 MARSHALLING; PAYMENTS SET ASIDE.

            Neither Administrative Agent nor any Lender shall be under any
obligation to marshal any assets in favor of Borrower or any other party or
against or in payment of any or all of the Obligations. To the extent that a
Borrower makes a payment or payments to Administrative Agent or Lenders (or to
Administrative Agent for the benefit of Lenders), or Administrative Agent or
Lenders enforce any security interests or exercise their rights of setoff, and
such payment or payments or the proceeds of such enforcement or setoff or any
part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver or
any other party under any bankruptcy law, any other state or United States
federal or Canadian federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor or related thereto,
shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or setoff had not occurred.

10.12 SEVERABILITY.

            In case any provision in or obligation under this Agreement or the
Notes shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

10.13 OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.

            The obligations of Lenders hereunder are several and no Lender shall
be responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity.
Subject to the provisions of Section 9.7 the amounts payable at any time
hereunder to each Lender shall be a separate and independent debt, and each
Lender shall be entitled to protect and enforce its rights arising out of this
Agreement and it shall not be necessary for any other Lender to be joined as an
additional party in any proceeding for such purpose.


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10.14 HEADINGS.

            Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.

10.15 APPLICABLE LAW.

            THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

10.16 SUCCESSORS AND ASSIGNS.

            This Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties
hereto and the successors and assigns of Lenders (it being understood that
Lenders' rights of assignment are subject to subsection 10.1). Neither
Borrowers' rights or obligations hereunder nor any interest therein may be
assigned or delegated by Borrowers without the prior written consent of all
Lenders.

10.17 CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

            ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY BORROWER ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
DELIVERING THIS AGREEMENT, EACH BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY

            (I)   ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
      JURISDICTION AND VENUE OF SUCH COURTS;

            (II)  WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;


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<PAGE>   208
            (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN
      ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
      REQUESTED, TO COMPANY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH
      SUBSECTION 10.8;

            (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
      SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER BORROWER IN ANY SUCH
      PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
      BINDING SERVICE IN EVERY RESPECT;

            (V) AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY
      OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST COMPANY IN
      THE COURTS OF ANY OTHER JURISDICTION; AND

            (VI) AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.17 RELATING TO
      JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST
      EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402
      OR OTHERWISE.

10.18 WAIVER OF JURY TRIAL.

            EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver
is intended to be all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this transaction, including
without limitation contract claims, tort claims, breach of duty claims and all
other common law and statutory claims. Each party hereto acknowledges that this
waiver is a material inducement to enter into a business relationship, that each
has already relied on this waiver in entering into this Agreement, and that each
will continue to rely on this waiver in their related future dealings. Each
party hereto further warrants and represents that it has reviewed this waiver
with its legal counsel and that it knowingly and voluntarily waives its


                                      200
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jury trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION
10.18 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In the event of litigation,
this Agreement may be filed as a written consent to a trial by the court.

10.19 CONFIDENTIALITY.

            Each Lender shall hold all non-public information obtained pursuant
to the requirements of this Agreement which has been identified as confidential
by Borrowers in accordance with such Lender's customary procedures for handling
confidential information of this nature and in accordance with safe and sound
banking practices, it being understood and agreed by Borrowers that in any event
a Lender may make disclosures to Affiliates of such Lender or disclosures
reasonably required by any bona fide assignee, transferee or participant in
connection with the contemplated assignment or transfer by such Lender of any
Loans or any participations therein or disclosures required or requested by any
governmental agency or representative thereof or pursuant to legal process;
provided that, unless specifically prohibited by applicable law or court order,
each Lender shall notify Borrowers of any request by any governmental agency or
representative thereof (other than any such request in connection with any
examination of the financial condition of such Lender by such governmental
agency) for disclosure of any such non-public information prior to disclosure of
such information; and provided, further that in no event shall any Lender be
obligated or required to return any materials furnished by Company or any of its
Subsidiaries.

10.20 RELATIONSHIP. Neither the execution of this Agreement, nor the sharing of
the Loans or the Collateral, nor any agreement to share in profits or losses
arising as a result of this transaction is intended to be nor shall it be
construed to be the formation of a partnership or joint venture among the
Lenders nor shall it be construed to be a debtor/creditor relationship between
the Administrative Agent and any of the other Lenders and nothing herein
contained shall obligate the Administrative Agent to perform the obligations of
any other Lender, as syndicate member, hereunder.


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10.21 CURRENCY CONVERSION. If, for the purpose of obtaining or enforcing
judgement in any court making or filing a proof of claim or for any other
purpose hereunder, it is necessary to convert the Obligations into Dollars, the
rate of exchange applied shall be that at which a Lender could purchase, in the
money market or the foreign exchange market, as the case may be, Dollars with
Canadian dollars on the day on which judgement is given, the claim is filed or
the amount is due, as the case may be. Each Borrower agrees that its obligation,
in respect of any amounts due from it to a Lender in Dollars shall,
notwithstanding any judgement expressed or payment made in Canadian dollars, be
discharged only to the extent that, on the business day next following receipt
of any sums so paid or adjudged to be due in Dollars, such Lender may purchase,
in the money market or the foreign exchange market, as the case may be, Dollars
with the amount of Canadian dollars so paid or so adjudged to be due; and if the
amount of Dollars so purchased is less than the amount originally due in
Dollars, the Borrowers agree as a separate and distinct obligation hereunder and
notwithstanding any such payment or judgement, to indemnify such Lender against
such loss.

10.22 LANGUAGE. The parties hereto have requested that this Agreement and all
related documents be drafted in English only. Les parties aux presentes ont
exige que ce contrat et tous les documents s'y rapportant soient rediges en
anglais seulement.

10.23 RESERVATION OF SECURITY.

            The parties hereby acknowledge and agree that the collateral charged
pursuant to the Canadian Collateral Documents executed prior to the date hereof
remains subject to the hypothecs, mortgages, pledges, charges, assignments and
security interests created or constituted thereby which shall survive and
continue to secure the Obligations in favor of Lenders and/or Administrative
Agent for the benefit of the Lenders, including pursuant to the Existing Credit
Agreement, without novation, and Administrative Agent and each Lender expressly
reserves all its interest therein.

10.24 LIMITED WAIVER.

            Upon the effectiveness of this Agreement and the satisfaction or
waiver of all conditions precedent set forth in subsection 4.1 and 4.2 to the
initial Loans hereunder, the Lenders hereby waive any event of default under the
Existing Credit Agreement arising from the failure, if any, of the Borrowers to
comply with subsection 7.6C for the Fiscal Quarter ended on September 30, 1999.


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10.25 COUNTERPARTS; EFFECTIVENESS.

            This Agreement and any amendments, waivers, consents or supplements
hereto or in connection herewith may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Agreement shall become effective upon (i) the execution of a
counterpart hereof by each of the parties hereto and receipt by each Borrower
and Administrative Agent of written or telephonic notification of such execution
and authorization of delivery thereof and (ii) the satisfaction or waiver by
Requisite Lenders of the conditions set forth in subsection 4.1. At the time of
the effectiveness of this Agreement, this Agreement shall amend and restate the
Existing Credit Agreement, all obligations of Company under the Existing Credit
Agreement that have not been paid as of the Effective Date shall become
Obligations of Borrowers hereunder, and the commitments under the Existing
Credit Agreement shall terminate.


                  [Remainder of page intentionally left blank]


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Page S-1 to Third Amended and Restated Credit Agreement


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

            COMPANY:          PROTOCOL COMMUNICATIONS, INC.


                              By: /s/ Raymond D. Wilson
                                 _____________________________________

                              Title: Chief Financial Officer
                                    __________________________________

                              Notice Address:

                                    Protocol Communications, Inc.
                                    One Design Center Place
                                    Boston, Massachusetts 02210



            CANADIAN          MEDIA EXPRESS INC.
            BORROWER:


                              By: /s/ Raymond D. Wilson
                                 _____________________________________

                              Title: Chief Financial Officer
                                    __________________________________

                              Notice Address:

                                    c/o Protocol Communications, Inc.
                                    One Design Center Place
                                    Boston, Massachusetts 02210


            AGENTS:           CANADIAN IMPERIAL BANK OF COMMERCE, as
                              Administrative Agent and as a Lender


                              By: /s/ Michael Daven
                                 _____________________________________

                              Title: As Agent
                                    __________________________________

                              Notice Address:


                                      S-1
<PAGE>   213
Page S-2 to Third Amended and Restated Credit Agreement

                                    Canadian Imperial Bank of Commerce
                                    425 Lexington Avenue
                                    New York, NY  10017

                              ING (U.S.) CAPITAL LLC, as Syndication Agent
                                 and as a Lender


                              By: /s/ Bradford Pollard
                                 _____________________________________

                              Title: Vice President
                                    __________________________________

                              Notice Address:

                                    ING (U.S.) Capital Corporation
                                    333 South Grand Avenue, 42nd Floor
                                    Los Angeles, CA 90071


                              LASALLE BANK NATIONAL ASSOCIATION, as
                              Documentation Agent and as a Lender


                              By: /s/ Patricia M. Borkowski
                                 _____________________________________

                              Title: Vice President
                                    __________________________________

                              Notice Address:

                                    LaSalle Bank, National Association
                                    135 South LaSalle Street, Suite 307
                                    Chicago, IL 60603


                                      S-2
<PAGE>   214
Page S-3 to Third Amended and Restated Credit Agreement


LENDERS:                      FINOVA CAPITAL CORPORATION


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

                              Notice Address:

                                     311 S. Wacker Drive
                                     Suite 4400
                                     Chicago, IL 60606

                              IBJ WHITEHALL BANK & TRUST COMPANY


                              By: /s/ Peter Daney
                                  ------------------------------------
                              Title: Director
                                     ---------------------------------

                              Notice Address:

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



                              FIRST DOMINION CAPITAL, L.L.C.


                              By: /s/ John L. Sabre
                                  ------------------------------------
                              Title: Senior Managing Director
                                     ---------------------------------

                              Notice Address:

                                     1330 Avenue of the Americas, 38th Floor
                                     New York, NY 10019


                                      S-3
<PAGE>   215
Page S-4 to Third Amended and Restated Credit Agreement



                                      S-4