<PAGE>

                                                                     EXHIBIT 4.2











                      AMENDED AND RESTATED CREDIT AGREEMENT


                          DATED AS OF NOVEMBER 17, 2000


                                      AMONG


                           ROBIN HOOD MULTIFOODS INC.,


                         VARIOUS FINANCIAL INSTITUTIONS


                                       AND


                  CANADIAN IMPERIAL BANK OF COMMERCE, AS AGENT












<PAGE>
<TABLE>
<S>                                                                                   <C>
  ARTICLE 1  INTERPRETATION
  1.1        Definitions................................................................1
  1.2        Accounting Terms...........................................................8
  1.3        Currency...................................................................8
  1.4        References.................................................................8
  1.5        Schedules..................................................................8

  ARTICLE 2  THE CREDITS
  2.1        Establishment of the Credits...............................................9
  2.2        Purpose of the Credits....................................................10
  2.3        Pro Rata Accommodation....................................................10
  2.4        Accommodation.............................................................10
  2.5        Drawdown under the Credits................................................11
  2.6        Rollovers and Switches of Accommodation...................................11
  2.7        Disbursement of Loans.....................................................12
  2.8        Bankers' Acceptances......................................................12
  2.9        Cancellation of Commitment................................................12
  2.10       Term Date.................................................................12

  ARTICLE 3  PRIME RATE LOANS, U.S. BASE RATE LOANS AND LIBOR LOANS
  3.1        Evidence of Indebtedness..................................................15
  3.2        Notes.....................................................................15
  3.3        Overdrafts................................................................15
  3.4        Interest..................................................................15
  3.5        Payment of Interest.......................................................16
  3.6        Calculation of Interest...................................................16
  3.7        Maximum Rate of Return....................................................16
  3.8        Interest Act..............................................................17

  ARTICLE 4  BANKERS' ACCEPTANCES
  4.1        General...................................................................18
  4.2        Stamping Fee..............................................................18
  4.3        Acceptance................................................................18
  4.4        Provisions on Default.....................................................18
  4.5        Presigned Drafts..........................................................19
  4.6        Attorney in Fact..........................................................19
  4.7        Unavailability............................................................19

  ARTICLE 5  GENERAL PROVISIONS RELATING TO LIBOR LOANS
  5.1        General...................................................................20
  5.2        Early Termination of LIBOR Periods........................................20
  5.3        Inability to Make LIBOR Loans.............................................20
  5.4        Changes in Circumstances..................................................21
</TABLE>

<PAGE>

                               -2-

<TABLE>
<S>                                                                                   <C>
  5.5        Indemnity.................................................................21

  ARTICLE 6  LETTERS OF CREDIT AND LETTERS OF GUARANTEE
  6.1        Conditions Precedent to Issuance..........................................22
  6.2        Issuance Fees.............................................................22
  6.3        Payments Pursuant to Letters of Credit and Letters of Guarantee...........22
  6.4        Provision Upon Default....................................................22

  ARTICLE 7  FORWARD EXCHANGE CONTRACTS AND INTEREST RATE SWAPS
  7.1        Forward Exchange Contracts................................................23
  7.2        Interest Rate Swaps.......................................................23

  ARTICLE 8  REPAYMENT AND PREPAYMENT
  8.1        Repayment.................................................................24
  8.2        Prepayment................................................................24
  8.3        Capital Adequacy, etc.....................................................24
  8.4        No Set-Off or Counterclaim................................................25
  8.5        Withholding Taxes: Gross-up...............................................25
  8.6        Currency of Repayment.....................................................26
  8.7        General...................................................................26

  ARTICLE 9  GUARANTEE
  9.1        Guarantee.................................................................27

  ARTICLE 10 REPRESENTATIONS AND WARRANTIES
  10.1       Representations and Warranties of the Borrower............................28

  ARTICLE 11 COVENANTS
  11.1       Covenants of the Borrower.................................................30

  ARTICLE 12 EVENTS OF DEFAULT
  12.1       Events of Default.........................................................33
  12.2       Acceleration..............................................................34
  12.3       Remedies Cumulative.......................................................35
  12.4       Availability of Accommodation after Demand or Default; Appropriation......35
  12.5       Non-Merger................................................................36
  12.6       Currency Indemnity........................................................36

  ARTICLE 13 CONDITIONS PRECEDENT TO ACCOMMODATION
  13.1       General...................................................................37
  13.2       Opinion of Lenders' Counsel...............................................38
  13.3       Prior Agreement...........................................................38
</TABLE>

<PAGE>

                               -3-

<TABLE>
<S>                                                                                    <C>
  ARTICLE 14 THE AGENT
  14.1       Appointment...............................................................39
  14.2       Delegation of Duties......................................................39
  14.3       Indemnity.................................................................39
  14.4       Exculpation...............................................................40
  14.5       Reliance..................................................................40
  14.6       Exchange of Information...................................................41
  14.7       The Agent, Individually...................................................41
  14.8       Resignation...............................................................41
  14.9       Meetings of Lenders.......................................................42
  14.10      Provisions for Benefit of Lenders Only....................................42
  14.11      Arrangements for Repayment of Accommodation...............................42
  14.12      Repayment by Lenders to Agent.............................................43
  14.13      Lender Credit Decision....................................................43

  ARTICLE 15 MISCELLANEOUS
  15.1       Payments to the Lenders...................................................44
  15.2       Fees and Expenses.........................................................44
  15.3       Borrower Indemnification..................................................44
  15.4       Fees Related to the Credit................................................45
  15.5       Amendment, Waiver, etc....................................................46
  15.6       Further Assurances........................................................46
  15.7       Dealings by Agent and Lenders.............................................47
  15.8       Notices...................................................................47
  15.9       Assignment and Participations.............................................48
  15.10      Survival..................................................................49
  15.11      Successors and Assigns....................................................50
  15.12      Governing Law.............................................................50
  15.13      Severability..............................................................50
  15.14      Entire Agreement..........................................................50
  15.15      Counterparts..............................................................50
</TABLE>

<PAGE>
                  AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AGREEMENT, dated as of November 17, 2000 is made by and among
ROBIN HOOD MULTIFOODS INC. and the parties named as Lenders on the execution
pages hereof and the financial institutions which from time to time pursuant
to and in accordance with the provisions hereof have entered into a Lenders'
Acknowledgement and become parties hereto as Lenders (collectively, the
"Lenders") and CANADIAN IMPERIAL BANK OF COMMERCE, as AGENT for the Lenders.

         THIS AGREEMENT amends and restates the Credit Agreement dated as of
May 30, 1996 between Robin Hood Multifoods Inc., Multifoods Inc., the Lenders
and the Agent as amended from time to time (the "Prior Agreement").

         WHEREAS the parties wish to amend certain terms of the credit
facilities established pursuant to the Prior Agreement.

         THEREFORE it is agreed by the parties as follows:


                                   ARTICLE 1

                                 INTERPRETATION


1.1      DEFINITIONS

         In this Agreement, including the recitals, unless the context
otherwise requires:

         "ACCOMMODATION" means accommodation obtained under the Credits by
way of Prime Rate Loans, Bankers' Acceptances, LIBOR Loans, U.S. Base Rate
Loans, Letters of Credit, Letters of Guarantee, Forward Exchange Contracts,
Interest Rate Swaps, Overdrafts or any permitted combination thereof;

         "AGENT" means (i) Canadian Imperial Bank of Commerce, or (ii) such
other Lender as shall be appointed as the successor Agent pursuant to Section
14.8, and (iii) for the purposes of the Swing Line Credit means the Swing
Line Lender;

         "BANKERS' ACCEPTANCE" means a draft of the Borrower denominated in
Canadian Dollars which has been accepted by a Lender as described in Article
4 of this Agreement;

         "BANKERS' ACCEPTANCE RATE" means, with respect to a Schedule I
Lender, the Discount Rate of such Lender and, with respect to a Lender which
is not a Schedule I Lender, the lower of (i) the Discount Rate of such Lender
and (ii) the average of the Discount Rates of the Schedule I Lenders plus
 .10% per annum;

         "BORROWER" means Robin Hood Multifoods Inc.;

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                                      -2-

         "BUSINESS DAY" means (i) any day, other than a Saturday or Sunday,
on which Canadian chartered banks are open for business in Toronto, Canada
and (ii) in the case of any determination to be made in respect of a LIBOR
Loan, a day which is otherwise a Business Day under clause (i) above and on
which dealings are carried out in the London Interbank Market and banks
operating in such market are generally open for business in London, England;

         "CANADIAN DOLLARS", "CDN. DOLLARS" and "$CDN." mean lawful currency
of Canada;

         "CDN. DOLLAR AMOUNT" means at any time with respect to outstanding
Accommodation, the aggregate of (i) the amount in Cdn. Dollars of all such
Accommodation that is denominated in Cdn. Dollars and (ii) the Cdn. Dollar
Exchange Equivalent at such time of such Accommodation that is denominated in
a currency other than Cdn. Dollars;

         "CDN. DOLLAR EXCHANGE EQUIVALENT" means, with reference to any
amount (the "original amount") expressed in any currency (the "original
currency"), the amount expressed in Cdn. Dollars which the Lender would be
required to pay in Toronto on the date specified using the Bank of Canada
noon rate for such date (or if no date is specified on the date when such
amount is being determined) in order to purchase the original amount of the
original currency in accordance with the Lender's usual foreign exchange
practice;

         "CDOR" means the rate quoted by the Agent for the Agent's 30 day
Canadian Dollar bankers' acceptances that appears on the Reuters Screen CDOR
Page as of 10:00 a.m. (Toronto time) on the date of determination, provided
that if such rate does not appear on the Reuters Screen CDOR Page at such
time on such date, the rate for such date will be the average of the Bankers'
Acceptance Rates of the Schedule I Banks which are Lenders for 30 day
Canadian Dollar bankers' acceptances at such time and on such date;

         "CLEARING HOUSE" means The Canadian Depository for Securities
Limited, or such alternate clearing house within the meaning of the
DEPOSITORY BILLS AND NOTES ACT (Canada) as may be agreed upon by the Borrower
and the Lenders;

         "COMMITMENT" means, with reference to any Lender, the amount of
Credit A which that Lender has severally agreed to make available to the
Borrower as initially set out opposite that Lender's name on the execution
pages of this Agreement or, in the case of a Lender which has executed a
Lender's Acknowledgement, opposite the Lender's name on the Lender's
Acknowledgement, all as may be adjusted in accordance with this Agreement;

         "CREDIT A" means the revolving credit established in Article 2.1(1);

         "CREDITS" means Credit A and the Swing Line Credit;

         "DEFAULT" means any event that with the giving of notice or the
passage of time, or both, would be an Event of Default;

<PAGE>

                                      -3-

         "DESIGNATED ACCOUNT" means Account No. 0921416 @ Transit #2 (Agent
suspense account) maintained by the Agent at its Main Branch, Commerce Court,
Toronto, Ontario;

         "DISCOUNT RATE" means in respect of any Bankers' Acceptance, the
discount rate quoted by the principal office of the applicable Lender at
approximately 10:00 a.m. (Toronto time) (or such other time as may be
practicable for the determination of the Discount Rate) as the discount rate
at which such Lender would purchase Bankers' Acceptances accepted by such
Lender and with a term to maturity the same as the applicable Bankers'
Acceptance on the date of the applicable grant of Accommodation;

         "DOCUMENTS" means this Agreement, the Notes and all other documents
delivered pursuant to this Agreement including the Guarantee;

         "ELIGIBLE ASSIGNEE" means a bank, trust company, other financial
institution organized under the laws of Canada or any province thereof having
a rating of A or better by S&P;

         "EURODOLLARS" means U.S. Dollars which are freely convertible,
transferable and dealt with in or on the London Interbank Eurodollar Market;

         "EVENT OF DEFAULT" means an event specified in 12.1;

         "FACILITY FEE" means the facility fee relative to Credit A and the
Swing Line Credit and referred to in Section 15.4(a);

         "FORWARD EXCHANGE CONTRACT" means a forward exchange contract
purchased on behalf of the Borrower under the Swing Line Credit and pursuant
to Section 7.1;

         "GUARANTEE" means the guarantee referred to in Section 9.1;

         "GUARANTOR" means International Multifoods Corporation;

         "GUARANTOR'S COMMON STOCKHOLDERS' EQUITY" means the common
stockholders' equity of the Guarantor and its Subsidiaries determined on a
consolidated basis in accordance with U.S. GAAP;

         "GUARANTOR'S COMPLIANCE CERTIFICATE" means a certificate
substantially in the form of Schedule I;

         "GUARANTOR'S EARNINGS BEFORE INCOME TAX" means, for any period,
total pre-tax earnings from the continuing and discontinued operations of the
Guarantor and its Subsidiaries, as determined for such period in accordance
with U.S. GAAP on a consolidated basis.

         "GUARANTOR'S FIXED CHARGE COVERAGE" means the quotient of:

<PAGE>

                                      -4-

             (a)  the consolidated sum of (i) net interest expense (meaning
                  interest expense reduced by capitalized interest and
                  interest income), (ii) minimum rentals for operating leases
                  of the Guarantor and its consolidated Subsidiaries and (iii)
                  Guarantor's Earnings Before Income Tax (exclusive of unusual
                  or nonrecurring non-cash items), DIVIDED BY

             (b)  the consolidated sum of net interest expense (meaning
                  interest expense reduced by capitalized interest and
                  interest income) and minimum rentals for operating leases of
                  the Guarantor and its consolidated Subsidiaries;

         "GUARANTOR'S NET WORTH" means the Guarantor's Common Stockholders'
Equity plus (i) any preferred stock of the Guarantor, as set forth on a
consolidated balance sheet of the Guarantor, and (ii) the lesser of (A) the
outstanding amount of any guarantee of an obligation given by the Guarantor
or any Subsidiary of the Guarantor to a lender to a trust holding assets of
any employee benefit plan of the Guarantor or any Subsidiary of the Guarantor
for the purpose of allowing such trust to borrow monies, which amount has
been reflected on the consolidated balance sheet of the Guarantor as a
reduction of common stockholders' equity, or (B) two-thirds of the value of
any stock held by such trust securing such obligation of the trust. The value
of a share of common stock (par value ten cents (U.S. Dollars) per share) of
the Guarantor at any point in time shall be the average closing price of a
share of such common stock on the New York Stock Exchange, Inc. (or its
successor) for the 90-day period immediately preceding the date of
determination;

         "GUARANTOR'S TOTAL CAPITALIZATION" means, at any time, the sum of
Guarantor's Total Indebtedness and the Guarantor's Net Worth. For the
purposes of computing the Guarantor's Total Capitalization, any decrease
since August 26, 2000 to the Guarantor's Common Stockholders' Equity as a
component of the Guarantor's Net Worth resulting from a non-recurring
non-cash charge in connection with the write-off of goodwill and other
intangibles shall be added back to the Guarantor's Common Stockholders'
Equity;

         "GUARANTOR'S TOTAL INDEBTEDNESS" means, at any time, total
indebtedness for monies borrowed by the Guarantor or any of its Subsidiaries
as such items appear on the consolidated balance sheet of the Guarantor and
its Subsidiaries on a consolidated basis in accordance with U.S. GAAP
("Debt").

         "INTEREST RATE SWAPS" means interest rate swap agreements obtained
pursuant to Section 7.2;

         "LENDER'S ACKNOWLEDGEMENT" means a document substantially in the
form of Schedule "A";

         "LENDERS" means the financial institutions named as Lenders on the
signature pages hereof or any other financial institution which has executed
a Lender's Acknowledgement and where applicable means or includes the Swing
Line Lender and "Lender" means any one of them;

<PAGE>

                                      -5-

         "LETTER OF CREDIT" means a letter of credit issued by the Swing Line
Lender under the Swing Line Credit on behalf of the Borrower pursuant to
Article 6;

         "LETTER OF GUARANTEE" means a letter of guarantee issued by the
Swing Line Lender under the Swing Line Credit on behalf of the Borrower
pursuant to Article 6;

         "LIBOR LOAN" means a borrowing of Eurodollars under the Swing Line
Credit;

         "LIBOR PERIOD" means a period of 1, 2, 3 or 6 months or such other
period as the Borrower and the Swing Line Lender may mutually agree, and
readily available in the London Interbank Eurodollar Market. If any LIBOR
period ends on a day which is not a Business Day, such LIBOR Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day falls in the following month in which event such LIBOR Period
shall end on the immediately preceding Business Day;

         "LIBOR RATE" means, with respect to any LIBOR Loan, the rate of
interest per annum at which deposits of U.S. Dollars in a principal amount
substantially similar to the principal amount in respect of which such
determination is being made and for delivery on the first day of and for the
same number of days as are comprised in the LIBOR Period in respect of which
such determination is being made are offered by prime banks in the London
Interbank Eurodollar Market to the Swing Line Lender at 11:00 a.m., London
time, on the second Business Day preceding the first day of such LIBOR Period;

         "MATURITY DATE" means, at any time, the date falling two years after
the Term Date;

         "MEMBER" means a Lender which has entered into a contract of
membership with the Clearing House;

         "MOODY'S" means Moody's Investors Services, Inc. or any successor
thereto;

         "MULTIFOODS CREDIT AGREEMENT" means the Credit Agreement dated as of
October 24, 2000 among International Multifoods Corporation, various
financial institutions, Sun Trust Bank, as Syndication Agent, U.S. Bank
National Association, as Documentation Agent, and Bank of America, N.A., as
Administrative Agent, and as for the purpose of this Agreement any other
amendments made from time to time to the Multifoods Credit Agreement which
are accepted by the Required Lenders;

         "NOTE" means a grid note of the Borrower in favour of a Lender in
substantially the form of Schedules B, C or D as applicable;

         "NOTICE OF BORROWING" means a notice of the Borrower in
substantially the form of Schedule E;

         "NOTICE OF ROLLOVER/SWITCH" means a notice of the Borrower in
substantially the form of Schedule F;

<PAGE>

                                      -6-

         "OVERDRAFTS" means Prime Rate Loans and U.S. Base Rate Loans
obtained under the Swing Line Credit in order to meet a drawing upon any
account of the Borrower with the Swing Line Lender and for which no Notice of
Borrowing is required under Section 2.5 and "Overdraft" means any such loan;

         "PERSON" means an individual, partnership, corporation, trust,
unincorporated organization, government or department or agency thereof, or
any other entity whatsoever and the heirs, executors, administrators or other
legal representatives of an individual;

         "PRELIMINARY DATE" means, at any time, the date falling six months
prior to the Term Date;

         "PRICING GRID" means Schedule G as such schedule may be amended from
time to time;

         "PRIME INTEREST RATE" means at any time the greater of (i) the then
existing rate of interest per annum that is the rate of interest per annum
from time to time declared by the Agent as its prime interest rate for
commercial loans in Canada that are denominated in Canadian Dollars and (ii)
the then applicable CDOR plus 1/2% per annum;

         "PRIME RATE LOAN" means a borrowing under the Credits that bears
interest at a rate based on the Prime Interest Rate;

         "RATING LEVEL" means at any time the Level set forth in the table
below opposite the then-current rating for the senior unsecured
non-credit-enhanced long-term debt of the Guarantor by Moody's or S&P,
whichever results in the numerically higher (one being highest) Level;
provided that (i) if there is a numerical difference of two or more Levels
between the Moody's rating and the S&P rating, the then-applicable Rating
Level shall be one Level below the higher of such Levels; and (ii) if at any
time there is no Moody's Rating and no S&P Rating, the Rating Level shall be
Level VI.

<TABLE>
<CAPTION>
                  LEVEL         MOODY'S RATING         S&P RATING
                  -----         --------------         ----------
                  <S>           <C>                    <C>
                  I                A2 or better        A or better
                  II               A3                  A-
                  III              Baa1                BBB+
                  IV               Baa2                BBB
                  V                Baa3                BBB-
                  VI               less than Baa3      less than BBB-
</TABLE>

                  The Rating Level shall change two days after any applicable
                  change in rating by Moody's or S&P;

         "REQUIRED LENDERS" means, at any time at least two Lenders whose
Commitments, which for this purpose includes the Swing Line Lender with
respect to the Swing Line Commitment, aggregate at least 51% of all of the
Commitments and the Swing Line

<PAGE>

                                      -7-

Commitment; provided that the Commitment or Swing Line Commitment of any Lender
or the Swing Line Lender which is in default under this Agreement and such
Lender or Swing Line Lender, as the case may be, shall not be included in the
calculation of Required Lenders;

         "RESPONSIBLE OFFICER" means the Chairman, the President, any Vice
President, the Chief Financial Officer, the Controller, the Treasurer or any
Assistant Treasurer of the Guarantor;

         "S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc., or any successor thereto;

         "STAMPING FEE" means the fee referred to in Section 4.2;

         "SUBSIDIARY" of a Person means any corporation of which more than
50% of the Voting Shares are beneficially owned for the time being, directly
or indirectly, by the Person and includes a Subsidiary of any Subsidiary;

         "SWING LINE CREDIT" means the revolving credit established in
Section 2.1(2);

         "SWING LINE COMMITMENT" means the amount of the Swing Line Credit
which the Swing Line Lender has agreed to make available to the Borrower as
set out in Section 2.1(2) and opposite the Swing Line Lender's name on the
execution pages of this Agreement;

         "SWING LINE LENDER" means Canadian Imperial Bank of Commerce in its
capacity as swing line lender or any successor and assign in such capacity;

         "TERM DATE" means the date falling 364 days after the date of this
Agreement, as such date may be extended from time to time pursuant to Section
2.10;

         "U.S. BASE RATE" means the rate of interest per annum from time to
time declared by the Swing Line Lender as its U.S. Base Rate for U.S. Dollar
commercial loans in Canada;

         "U.S. BASE RATE LOAN" means a borrowing under the Swing Line Credit
in U.S. Dollars which bears interest at a rate based on the U.S. Base Rate;

         "U.S. DOLLARS" and "$U.S." mean lawful currency of the United States
of America;

         "U.S. GAAP" means generally accepted accounting principles in effect
in the United States of America as the same may be amended from time to time;

         "UTILIZATION FEE" means the utilization fee relative to Credit A and
the Swing Line Credit and referred to in Section 15.4(c);

         "UTILIZATION RATE" means, at any time, the percentage that (i) the
aggregate of all Accommodation outstanding under this Agreement, is of (ii)
the aggregate of the Commitments and the Swing Line Commitment; and

<PAGE>

                                      -8-

         "VOTING SHARES" means shares of any class carrying voting rights
exercisable for the time being.

1.2      ACCOUNTING TERMS

         All accounting terms not otherwise defined in this Agreement have
the meanings assigned to them by U.S. GAAP.

1.3      CURRENCY

         Unless otherwise specified in this Agreement, all statements of, or
references to, dollar amounts (without further description) shall mean
Canadian Dollars. All financial statements delivered pursuant to this
Agreement will be in U.S. Dollars.

1.4      REFERENCES

         Unless something in the subject matter or context is inconsistent
therewith, all references to Sections, Paragraphs, Articles and Schedules are
to Sections, Paragraphs, Articles and Schedules of this Agreement. The words
"hereto", "herein", "of this Agreement", "under this Agreement" and similar
expressions mean and refer to this Agreement. This "Agreement" includes the
Agreement and the Schedules hereto, as amended from time to time by means of
a Lender's Acknowledgement or by written agreement among the parties hereto.

1.5      SCHEDULES

         The Schedules forming part of this Agreement are as follows:

                  Schedule A   -    Lender's Acknowledgement
                           B   -    Note for Prime Rate Loans
                           C   -    Note for U.S. Base Rate Loans
                           D   -    Note for LIBOR Loans
                           E   -    Notice of Borrowing
                           F   -    Notice of Rollover/Switch
                           G   -    Pricing Grid
                           H   -    Guarantee
                           I   -    Guarantor's Compliance Certificate
                           J   -    Opinion of Counsel for the Borrower
                           K   -    Opinion of Counsel for the Guarantor

<PAGE>

                                      -9-

                                   ARTICLE 2

                                   THE CREDITS


2.1      ESTABLISHMENT OF THE CREDITS

(1)      CREDIT A:

         Subject to the terms of this Agreement (including the restrictions
contained in this Article), each Lender hereby severally agrees to make
Accommodation available to the Borrower on a revolving basis prior to the
Term Date and thereafter on a non-revolving basis, provided that the amount
of the Accommodation made by any Lender shall not at any time exceed its
Commitment from time to time and the total Accommodation outstanding under
Credit A, shall not at any time exceed $105,000,000.

(2)      SWING LINE CREDIT

         Subject to the terms of this Agreement (including the restrictions
contained in this Article), the Swing Line Lender hereby agrees to make
Accommodation available to the Borrower on a revolving basis prior to the
Term Date and on a non-revolving basis thereafter, provided that the total
Accommodation outstanding under the Swing Line Credit shall not at any time
exceed $10,000,000.

(3)      ACCOMMODATION UNDER THE CREDITS:

         Subject to the terms of this Agreement, the Borrower may from time
to time at its option obtain the following types of Accommodation:

                  Credit A:                    - Prime Rate Loans
                                               - Bankers' Acceptances

                  Swing Line Credit:           - Prime Rate Loans
                                               - Bankers' Acceptances
                                               - LIBOR Loans
                                               - U.S. Base Rate Loans
                                               - Letters of Credit
                                               - Letters of Guarantee
                                               - Forward Exchange Contracts
                                               - Interest Rate Swaps
                                               - Overdrafts

<PAGE>

                                      -10-

2.2      PURPOSE OF THE CREDITS

         Accommodation obtained under the Credits shall be used for the
general corporate purposes of the Borrower and for no other purpose and, for
greater certainty, shall not be used to fund a hostile take-over bid.

2.3      PRO RATA ACCOMMODATION

(1)      CONTEMPORANEOUS ACCOMMODATION: All Accommodation under Credit A
requested in a Notice of Borrowing shall be made available contemporaneously
by the Lenders in the same proportions and types of Accommodation as their
respective Commitments, subject to the maximum Commitment of each Lender;
however, the Agent shall be entitled at any time to request Accommodation
from the Lenders otherwise than in accordance with their respective
Commitments to round off drafts presented by the Borrower to the nearest
$100,000 in which case the proportion but not the maximum amount of the
Commitment by a Lender to accept drafts presented by the Borrower shall be
increased if necessary to ensure that the total Accommodation requested is
made available and the relative positions of the Lenders shall be readjusted
in accordance with their respective Commitments at the earliest possible
opportunity by the Agent. No Lender shall be responsible for any default by
any other Lender in its obligation to make its proportionate share of
requested Accommodation available nor shall the Commitment of any Lender be
increased as a result of the default by any other Lender in its obligation to
make Accommodation available, except as provided in Subsection 2.3(2).

(2)      FAILURE TO ADVANCE ACCOMMODATION: In the event that any Lender fails
to make available its portion of any Accommodation as required, the Agent
shall forthwith give notice thereof to each of the other Lenders, and any
other Lender, on notice to the Borrower, the Agent and the other Lenders and
acknowledgement by the Agent, may advance to the Borrower the amount (or if
more than one Lender so elects, its pro rata share of the amount based on the
Commitments of the electing Lenders) of the failing Lender's portion of the
Accommodation. Upon the making of such advance, the Lender or Lenders making
the advance shall have the right to forthwith recover the same from the
failing Lender or, if required by any Lender making the advance, the Lenders,
the Agent and the Borrower shall enter into such documentation, in form and
substance satisfactory to the parties, as may be appropriate to evidence the
adjustment of the Commitments of the Lenders necessitated by the advance made
by such Lender(s).

(3)      Nothing in this Agreement shall be deemed to relieve any Lender from
its obligation to fulfil its Commitment or to prejudice any rights which the
Borrower may have against any Lender as a result of any default by such
Lender under this Agreement.

2.4      ACCOMMODATION

(1)      UTILIZATION: Subject to the terms of this Agreement, the Borrower
shall have the right at all times to determine the manner and proportions in
which it will utilize the different types of Accommodation available under
the Credits. The Borrower may at its option, until the applicable Credit has
been cancelled or repaid in full, rollover or switch its method(s) of
utilizing such Credit, provided that all such rollovers or switches shall
involve at least $3,000,000 with

<PAGE>

                                      -11-

respect to Credit A and at least $1,000,000 with respect to the Swing Line
Credit and no rollover or switch out of Bankers' Acceptances under either Credit
shall be made except upon the maturity of a corresponding amount of Bankers'
Acceptances.

(2)      FORM OF ACCOMMODATION LIMITATION: The Borrower shall not be
permitted to have outstanding at any one time under Credit A, Bankers'
Acceptances with more than 10 different dates of maturity.

2.5      DRAWDOWN UNDER THE CREDITS

(1)      NOTICE OF BORROWING: The Borrower shall deliver to the Agent, in
accordance with the following schedule, a Notice of Borrowing prior to each
proposed draw under either Credit:

<TABLE>
<CAPTION>
TYPE OF ACCOMMODATION                     NOTICE REQUIRED
<S>                       <C>                            <C>
                          If Equal to or Less           If More than $15,000,000
                          than $15,000,000
Prime Rate Loans          Same Day                      1 Business Day
Bankers' Acceptances      1 Business Day                2 Business Days
U.S. Base Rate Loans      Same Day                      1 Business Day
LIBOR Loans               3 Business Days               3 Business Days
</TABLE>

         No Notice of Borrowing will be required with respect to Overdrafts
obtained under the Swing Line Credit.

         The Notice of Borrowing shall be delivered to the Agent prior to
11:00 a.m. Toronto time on the date that the Notice of Borrowing is required.
A Notice of Borrowing delivered after that time shall be deemed to have been
delivered on the next Business Day.

(2)      ACTIONS OF AGENT: On receipt of the Notice of Borrowing requesting a
grant of Accommodation under Credit A, the Agent shall promptly notify by
telecopy each Lender of (a) the proposed draw, (b) the proportionate amount
and type of Accommodation to be made available by such Lender, and (c) the
information relating to the Designated Account to which the proceeds of any
Prime Rate Loan or Bankers' Acceptance advance is to be credited.

2.6      ROLLOVERS AND SWITCHES OF ACCOMMODATION

(1)      TIMING OF NOTICES: Prior to a proposed switch or rollover of
Accommodation, the Borrower shall deliver to the Agent a Notice of
Rollover/Switch. The Notice of Rollover/Switch shall be delivered to the
Agent within the same time periods as Notices of Borrowing are required to be
delivered to the Agent pursuant to Subsection 2.5(1) of this Agreement.

(2)      ACTIONS OF AGENT: On receipt of a Notice of Rollover/Switch relating
to a grant of Accommodation under Credit A, the Agent shall promptly notify
by telecopy each Lender of (a)

<PAGE>

                                      -12-

the proposed rollover/switch, (b) the proportionate amount and type of
Accommodation to be made available by such Lender under Credit A on the
rollover/switch date, and (c) the information relating to the Designated Account
to which the proceeds of any Prime Rate Loan or Bankers' Acceptance advance to
be effected on the rollover/switch date are to be credited.

(3)      FAILURE TO PROVIDE NOTICE OF ROLLOVER/SWITCH: In the event that the
Borrower does not provide the Agent with the required Notice of
Rollover/Switch in accordance with Subsection 2.6(1) for any rollover/switch
of Accommodation, then such Accommodation shall be switched to a Prime Rate
Loan for any amounts outstanding on the rollover/switch date.

2.7      DISBURSEMENT OF LOANS

         Each Prime Rate Loan, U.S. Base Rate Loan and LIBOR Loan shall be
made by each applicable Lender crediting the applicable funds to the
appropriate Designated Account in same day funds on the applicable drawdown,
rollover or switch date.

2.8      BANKERS' ACCEPTANCES

         All Bankers' Acceptances to be accepted by the Lenders shall be
obtained through the Agent. Each Lender agrees to purchase at the applicable
Bankers' Acceptance Rate each such Bankers' Acceptance accepted by it and to
provide to the Agent for the account of the Borrower the discounted proceeds
less the Stamping Fee. A Lender may hold, sell, rediscount or otherwise
dispose of any or all Bankers' Acceptances accepted and purchased by it in
accordance with the terms of this Agreement.

2.9      CANCELLATION OF COMMITMENT

         The Borrower may at any time during which there is no outstanding
Notice of Borrowing, by written notice to the Agent, cancel any undrawn
portion of the Lenders' aggregate Commitments or the Swing Line Commitment as
of the date specified in the written notice and, in which case, (a) the
Commitment of each Lender shall be reduced by an amount which equals that
proportion of the sum so specified by the Borrower that such Lender's
Commitment is of the original amount of Credit A or (b) the Swing Line
Commitment shall be reduced by the amount specified in the written notice, as
applicable.

2.10     TERM DATE

(1)      The right of the Borrower to obtain further Accommodation under
Credit A and the Swing Line Credit shall be automatically terminated on the
Term Date, after which time all outstanding Accommodation shall remain
available on a non-revolving basis and all undrawn Commitments and the
undrawn Swing Line Commitment shall be cancelled.

(2)      In each year, no less than 30 days and no more than 60 days prior to
the Preliminary Date then in effect, the Borrower may deliver to the Agent a
written notice requesting an extension of the Term Date for a further period
of six months from the Term Date then in effect and the Agent will promptly
deliver a copy of such notice to each Lender.

<PAGE>

                                      -13-

(3)      In each year, no less than 60 days and no more than 90 days prior to
the Term Date then in effect, the Borrower may deliver to the Agent a written
notice requesting an extension of the Term Date for a further period of 364
days from the Term Date then in effect and the Agent will promptly deliver a
copy of such notice to each Lender.

(4)      The Lenders, after a review of a request for extension received
pursuant to Section 2.10(2) or (3), may in their sole discretion agree to
such extension (each such Lender being an "EXTENDING LENDER") or refuse such
extension (each such Lender being a "NON-EXTENDING LENDER"). The Lenders will
have 30 days to consider such request and within a further 5 days after the
Lenders have notified the Agent of whether or not they agree to such
extension, the Agent will so notify the Borrower.

(5)      Extensions of the Term Date will be made only upon the agreement of
all Lenders; provided, however, that if such unanimity is not achieved but
Extending Lenders comprise Required Lenders, then the Borrower may at its
option (by no later than the expiry of the Term Date then in effect):

             (a)  cause the Non-Extending Lenders to assign their Commitments
                  and Swing Line Commitment, as applicable, and rateable share
                  of outstanding Accommodation:

                  (i)  first, on a rateable basis to Extending Lenders wishing
                       to increase their Commitments; provided that the Swing
                       Line Commitment may be assigned to one Lender only, as
                       applicable; and

                  (ii) second, to the extent the existing Extending Lenders do
                       not so increase their Commitments or Swing Line
                       Commitments, as applicable, to new financial
                       institutions selected by the Borrower and acceptable to
                       the Agent, acting reasonably; provided that the Swing
                       Line Commitment may be assigned to one Lender only,
                       and/or

             (b)  repay to the Non-Extending Lenders their rateable share of
                  outstanding Accommodation, including all interest, fees and
                  other amounts owed by the Borrower to the Non-Extending
                  Lenders under the Credit Documents, and continue the
                  Commitments and Swing Line Commitment, as applicable, in the
                  reduced amount equal to the aggregate Commitments and Swing
                  Line Commitment of the Extending Lenders; and/or

             (c)  term out the Non-Extending Lenders such that no further
                  Borrowings shall be available from Non-Extending Lenders and
                  all outstanding Accommodation owed by the Borrower to the
                  Non-Extending Lenders hereunder will be repayable on the
                  existing Maturity Date,

or any combination thereof, whereupon the Credits will so continue and the Term
Date will be extended six months or 364 days, as applicable, and the Borrower
will have the right to request further extensions of the Term Date in subsequent
years. If Extending Lenders do not comprise Required Lenders or the Borrower
does not exercise the above options, then, the Term Date then

<PAGE>

                                      -14-

in effect will not be extended and all outstanding Accommodation will be
repayable on the existing Maturity Date.

(6)      Where the Borrower has obtained a six month extension of the Term
Date pursuant to this Section 2.10, the Borrower shall forthwith pay to each
Extending Lender a fee equal to 0.02% of the aggregate of the Commitment and
Swing Line Commitment of such Extending Lender.

<PAGE>

                                      -15-

                                   ARTICLE 3


     PRIME RATE LOANS, U.S. BASE RATE LOANS AND LIBOR LOANS


3.1      EVIDENCE OF INDEBTEDNESS

         Each Prime Rate Loan and each U.S. Base Rate Loan (not borrowed by
way of Overdraft) and each LIBOR Loan and all payments on account of such
borrowings shall be evidenced by a notation on a Note executed by the
Borrower in favour of the applicable Lender.

3.2      NOTES

(1)      RECORDING ON NOTE: The Borrower hereby authorizes each of the
Lenders, and each of the Lenders agrees, to record on the appropriate Note
held by it the amount of each advance made by it under the applicable Credit
on account of a Prime Rate Loan, U.S. Base Rate Loan or LIBOR Loan as the
case may be, to increase the balance owing under such Note accordingly and to
record any payments made on account of advances evidenced by the Note.

(2)      NOTE EVIDENCES BALANCE OWING: The Borrower acknowledges, confirms
and agrees with each of the Lenders that all amounts recorded on the reverse
side of any Note executed by the Borrower that is held by a Lender will
constitute prima facie evidence of the balance owing under such Note (in the
absence of manifest error). Each Lender agrees that on request it will give
the Borrower written confirmation of all notations made by a Lender on any
Note held by it, provided that the failure of any Lender to give such
confirmation shall not impair the validity of any notation.

(3)      REPLACEMENT NOTES: The Borrower agrees to execute and deliver to
each of the Lenders such replacement Notes as may be requested from time to
time and each Lender agrees to destroy or return the Note being replaced on
receipt of a duly executed replacement Note.

3.3      OVERDRAFTS

         The Borrower may obtain Prime Rate Loans and U.S. Base Rate Loans by
way of Overdrafts. The Borrower acknowledges, confirms and agrees with the
Swing Line Lender that all accounts and records kept by the Swing Line Lender
evidencing all Accommodation under the Swing Line Credit by way of Overdrafts
and all other amounts owing from time to time by the Borrower to the Swing
Line Lender under this Agreement will constitute prima facie evidence of the
balance owing by the Borrower to the Swing Line Lender in the absence of
manifest error; provided however, that the failure of the Swing Line Lender
to make any entry or recording or any error in any entry or recording so made
shall not limit or otherwise affect the obligations of the Borrower under
this Agreement.

3.4      INTEREST

(1)      PRIME RATE LOANS: Each Prime Rate Loan shall bear interest, with
interest on overdue interest in Cdn. Dollars, as well after as before
default, demand and judgment at a

<PAGE>

                                      -16-

variable rate per annum equal at all times to the Prime Interest Rate, such rate
to be adjusted automatically without notice to the Borrower whenever there is a
variation in the Prime Interest Rate, plus the rate set forth in the Pricing
Grid.

(2)      U.S. BASE RATE LOANS: Each U.S. Base Rate Loan shall bear interest,
with interest on overdue interest in U.S. Dollars, as well after as before
default, demand and judgment at a variable rate per annum equal at all times
to the U.S. Base Rate, such rate to be adjusted automatically without notice
to the Borrower whenever there is a variation in the U.S. Base Rate, plus the
rate set forth in the Pricing Grid.

(3)      LIBOR LOANS: Each LIBOR Loan shall bear interest, with interest on
overdue interest in U.S. Dollars, as well after as before default, demand and
judgment at the LIBOR Rate plus the rate set forth in the Pricing Grid.

3.5      PAYMENT OF INTEREST

         Interest on Prime Rate Loans and U.S. Base Rate Loans shall accrue
daily and be payable monthly in arrears in accordance with the Agent's
standard practice. Interest on LIBOR Loans shall accrue daily and be payable
at the end of each LIBOR Period, provided that where the LIBOR Period exceeds
90 days, interest shall be payable every 90 days during the term of the LIBOR
Period and on the last day of the LIBOR Period. If any payment falls due on a
day which is not a Business Day, then such payment will be made on the next
following Business Day.

3.6      CALCULATION OF INTEREST

         The parties agree that for the purpose of the Interest Act (Canada)
(a) the principle of deemed reinvestment of interest shall not apply to any
interest calculation under this Agreement and (b) the rates of interest
stipulated in this Agreement are intended to be nominal rates and not
effective rates or yields.

3.7      MAXIMUM RATE OF RETURN

         Notwithstanding any provision to the contrary contained in this
Agreement, in no event shall the aggregate "interest" (as defined in Section
347 of the Criminal Code, R.S.C., 1985, C-46) payable under this Agreement
exceed the effective annual rate of interest on the "Credit Advanced" (as
defined in that section) lawfully permitted under that section and, if any
payment, collection or demand pursuant to this Agreement in respect of
"interest" (as defined in that section) is determined to be contrary to the
provision of that section, such payment, collection or demand shall be deemed
to have been made by mutual mistake of the Borrower and the Lenders and the
amount of such payment or collection shall be immediately refunded to the
Borrower.

<PAGE>

                                      -17-

3.8      INTEREST ACT

         Interest on Prime Rate Loans, U.S. Base Rate Loans, LIBOR Loans and
the Stamping Fees for Banker's Acceptances are each calculated on the basis
of the actual number of days in which such Accommodation is outstanding
divided by 365 in the case of Prime Rate Loans, U.S. Base Rate Loans and
Bankers' Acceptances and by 360 in the case of LIBOR Loans. For the purposes
of the Interest Act (Canada), such rates expressed as annual rates are
equivalent to the rate specified in this Agreement multiplied by the actual
number of days in the calendar year in which the same is to be ascertained
and divided by 365 in the case of Prime Rate Loans, U.S. Base Rate Loans and
Bankers' Acceptances and by 360 in the case of LIBOR Loans.

<PAGE>

                                      -18-

                                   ARTICLE 4

                              BANKERS' ACCEPTANCES

4.1      GENERAL

         Any draft tendered by the Borrower for acceptance by a Lender shall
be payable in Canada, shall be for the minimum principal amount of $1,000,000
and in multiples of $100,000 thereafter, and shall have a term ending on a
Business Day of not less than seven or more than 180 days provided any term
which is less than 30 days shall be subject to availability, or such other
term as may be agreed by all of the Lenders; provided that no term shall
extend beyond the Maturity Date.

4.2      STAMPING FEE

         Upon presentation of a draft for acceptance under Credit A, the
Borrower shall pay to the Lenders a stamping fee in Cdn. Dollars, calculated
on the principal amount and for the term of the draft, at a rate per annum
equal to the rate then applicable as set out in the Pricing Grid. Upon
presentation of a draft for acceptance under the Swing Line Credit, the
Borrower shall pay to the Swing Line Lender a stamping fee in Cdn. Dollars,
calculated on the principal amount and for the term of the draft, at the rate
set forth in the Pricing Grid.

4.3      ACCEPTANCE

         The Borrower shall provide for each of the Bankers' Acceptances at
their respective maturities at the accepting Lender's main branch in the
Canadian city where the draft is payable (provided that Bankers' Acceptances
payable to the Clearing House shall be paid at the Clearing House), either by
payment of the full principal amount thereof or by a rollover/switch pursuant
to Section 2.6 hereof or by a combination of partial payment of the principal
amount thereof and partial rollover/switch pursuant to Section 2.6 hereof.
The Borrower will continue to be required to provide as aforesaid for each of
the Bankers' Acceptances at maturity notwithstanding the fact that a Lender
may be the holder of a Bankers' Acceptance accepted by such Lender. Any
amount owing in respect of any Bankers' Acceptance which is not paid in
accordance with the foregoing shall be subject to the same terms as are
applicable to Prime Rate Loans under the Credits, but be payable on demand.

4.4      PROVISIONS ON DEFAULT

         In the event that formal demand is made on the Borrower, pursuant to
Article 12, the Borrower shall forthwith pay to the Agent for proration
amongst the relevant Lenders an amount equal to the aggregate principal
amount of outstanding Bankers' Acceptances stamped by the Lenders on behalf
of the Borrower less the amount of any prepaid but unearned interest. Such
amount shall be held by the Agent for set-off against future indebtedness
owing by the Borrower to such Lenders in respect of such Bankers' Acceptances.

<PAGE>

                                      -19-

4.5      PRESIGNED DRAFTS

         The Borrower shall supply each of the Lenders with such number of
drafts executed on behalf of the Borrower by one or more of its officers as
the Lenders may from time to time reasonably request and either payable to
the Clearing House if such Lender is a Member or payable to the Borrower and
endorsed in blank by the Borrower. The signatures of such officers may be
mechanically reproduced in facsimile and such facsimile signatures shall be
valid and binding on the Borrower as if they had been manually signed by such
officers. Notwithstanding that any of the individuals whose manual or
facsimile signatures appears on any draft may no longer hold office at the
date thereof or at the date of its acceptance by a Lender hereunder or at any
time thereafter, any draft or Bankers' Acceptance signed as provided for in
this Section shall be valid and binding on the Borrower. The Lenders will not
be liable for their failure to accept drafts pursuant to this Agreement if
such failure is, in whole or in part, due to the failure of the Borrower to
provide drafts to the Lenders in accordance with this Section 4.5. The
Lenders shall provide the Borrower on a timely basis with a sufficient number
of drafts to be executed by the Borrower from time to time. The
responsibility of each Lender in respect of the safekeeping of executed
drafts which are delivered to it for acceptance hereunder shall be limited to
the exercise of the same degree of care which the applicable Lender gives to
its own property, provided that such Lender shall not be deemed to be an
insurer thereof. The Borrower shall ensure that there is delivered to each
Lender that is a Member, and each Lender is hereby authorized to release the
Bankers' Acceptance accepted by it to the Clearing House (or to its custodian
or the nominee of the Clearing House or of its custodian, which for greater
certainty may be such Lender acting in such capacity) upon receipt of,
confirmation that the Clearing House holds such Bankers' Acceptance for the
account of the Lender.

4.6      ATTORNEY IN FACT

         To facilitate the procedures contemplated herein, the Borrower
hereby irrevocably appoints each of the Lenders from time to time as the
attorney-in-fact of the Borrower to execute, endorse and deliver on behalf of
the Borrower drafts in the form or forms prescribed by such Lender.

4.7      UNAVAILABILITY

         If a Lender determines in good faith, which determination shall be
final, conclusive and binding upon the Borrower, and so notifies the
Borrower, that a market in Canada is not available on commercially reasonable
terms for the purchase and sale of Bankers' Acceptances, any right of the
Borrower to require such Lender to purchase Bankers' Acceptances hereunder
shall be suspended until the Lender determines that such market is available
and gives notice thereof to the Borrower and thereafter, the Lender shall
have no further obligation with respect to the requested advance by way of
Bankers' Acceptances; provided that the Borrower may elect to borrow the
amount originally requested by it by way of some other type of Accommodation
upon compliance with the applicable drawdown requirements and any Notice of
Borrowing requesting Bankers' Acceptances shall be deemed to be a Notice of
Borrowing requesting Prime Rate Loans in a similar aggregate principal amount.

<PAGE>

                                      -20-

                                   ARTICLE 5

                   GENERAL PROVISIONS RELATING TO LIBOR LOANS

5.1      GENERAL

(1)      MINIMUM: The principal amount of each LIBOR Loan shall be at least
$U.S.1,000,000 and shall in all events be a whole multiple of $U.S.100,000.

(2)      FAILURE TO SPECIFY LIBOR PERIOD: In the event that the Borrower
fails at any time to specify a LIBOR Period for any proposed LIBOR Loan then
the applicable LIBOR Period shall be deemed to be one month.

5.2      EARLY TERMINATION OF LIBOR PERIODS

         To the extent that the Lender is required to arrange for early
termination of any LIBOR Period or to arrange to acquire funds for any period
other than a LIBOR Period to permit the Borrower to repay any Accommodation
obtained by it under the Swing Line Credit, the Borrower shall reimburse the
Lender for all reasonable losses and out-of-pocket expenses incurred by it as
a result of the early termination of the LIBOR Period in question or as a
result of entering into the new arrangement to the extent that such losses
and expenses result from such payment. If any such early termination or new
arrangement cannot be effected by the Lender, the Borrower shall continue to
pay interest to the Lender in U.S. Dollars, at the LIBOR Rate specified under
this Agreement on an amount of U.S. Dollars equal to the amount of the
principal repayment for the remainder of the then current LIBOR Period. For
the purpose of calculating such losses and out-of-pocket expenses, a
certificate of the Lender setting out particulars of the calculation of such
amounts shall, in the absence of manifest error, be prima facie evidence
thereof.

5.3      INABILITY TO MAKE LIBOR LOANS

         In the event that on any date the Lender determines in good faith
(which determination shall be conclusive) that its ability to make a
requested LIBOR Loan has become impracticable, unlawful or impossible, or has
been materially adversely affected because (a) of any change in applicable
laws or regulations, or in the interpretation or administration thereof by
competent authorities, or (b) of any material adverse change in or the
termination of the London Interbank Eurodollar Market for Eurodollars, or (c)
there exists no adequate and fair means for ascertaining the LIBOR Rate for
any LIBOR Period for the LIBOR Loan, then in any such case the Lender shall
immediately give notice thereof to the Borrower and thereafter the Lender
shall have no further obligation with respect to the requested LIBOR Loan
provided that the Borrower may elect to borrow the amount originally
requested by it by way of some other type of Accommodation upon compliance
with the applicable drawdown requirements and any Notice of Borrowing
requesting LIBOR Loans shall be deemed to be a Notice of Borrowing requesting
U.S. Base Rate Loans in a similar aggregate principal amount.

<PAGE>

                                      -21-

5.4      CHANGES IN CIRCUMSTANCES

         In the event that on any date the Lender determines in good faith
(which determination shall be conclusive) that its ability to maintain an
outstanding LIBOR Loan has become unlawful or impossible because of (a) any
change in applicable laws or regulations, or in the interpretation or
administration thereof by competent authorities, or (b) any material adverse
change in or the termination of the London Interbank Eurodollar Market for
Eurodollars, or (c) the imposition by any governmental authority of any
condition, restriction or limitation upon the Lender, then in any such case
the Lender shall immediately give notice thereof to the Borrower and the
Borrower shall immediately repay to the Lender the aggregate principal amount
of all outstanding LIBOR Loans together with all unpaid interest accrued
thereon to the date of repayment and all reasonable other expenses incurred
in connection with the termination (including without limitation any expenses
resulting from the termination of any LIBOR Period in accordance with Section
5.2). The Borrower may elect to re-borrow the amount repaid by way of some
other type of Accommodation.

5.5      INDEMNITY

         The Borrower will, on demand, indemnify the Lender against any
reasonable loss or expense (including, but not limited to, loss of profit
relating to the Lender's spread over its cost of funds) which it may sustain
in employing deposits to effect, fund or maintain a LIBOR Loan as a
consequence of any failure by the Borrower to make any payment when due of
any amount due under this Agreement in connection with such LIBOR Loan. The
Borrower will, on demand, further indemnify the Lender against any reasonable
loss or expense (including, but not limited to, loss of profit relating to
the Lender's spread over its cost of funds) which the Lender reasonably
incurs as a result of the failure of the Borrower to consummate any borrowing
for which it has given notice to the Lender. A certificate of the Lender as
to such cost, setting out the calculations therefor, shall be delivered to
the Borrower and shall be prima facie evidence of such costs in the absence
of manifest error.

<PAGE>

                                      -22-

                                   ARTICLE 6

                   LETTERS OF CREDIT AND LETTERS OF GUARANTEE


6.1      CONDITIONS PRECEDENT TO ISSUANCE

         The Lender will issue Letters of Credit and Letters of Guarantee
under the Swing Line Credit on behalf of the Borrower upon being reasonably
satisfied as to the purpose, terms, conditions and beneficiary(ies) thereof
and upon execution by the Borrower of the Lender's usual forms.

6.2      ISSUANCE FEES

(1) The Borrower shall pay to the Lender an issuance fee in respect of each
outstanding Letter of Credit and Letter of Guarantee at the rate then
applicable as set out in the Pricing Grid; provided that the issuance fee in
respect of each outstanding Letter of Credit and Letter of Guarantee shall
not be less than $150.

(2) Issuance fees in respect of Letters of Credit and Letters of Guarantee
shall be calculated on the maximum daily liability of the Lender under the
applicable Letter of Credit or Letter of Guarantee and shall be payable in
advance. Subject to Section 6.2(1), in the event that any outstanding Letter
of Credit or Letter of Guarantee is cancelled or paid prior to its expiry
date and there is no outstanding Default or Event of Default, the Lender
shall pay to the Borrower as a reimbursement of the Issuance Fee an amount
which bears the same proportion to the Issuance Fee paid in respect of such
Letter of Credit or Letter of Guarantee as the days during which such Letter
of Credit or Letter of Guarantee was outstanding bears to the original term
of such Letter of Credit or Letter of Guarantee.

6.3      PAYMENTS PURSUANT TO LETTERS OF CREDIT AND LETTERS OF GUARANTEE

         The Borrower shall forthwith reimburse the Lender for any payment
made by it pursuant to a Letter of Credit or Letter of Guarantee, either by
payment thereof in full or through utilization of the Credits in accordance
with this Agreement or through a combination thereof.

6.4      PROVISION UPON DEFAULT

         In the event that demand for payment is made upon the occurrence of
an Event of Default, the Borrower shall forthwith pay to the Lender an amount
equal to the Lender's maximum liability under each outstanding Letter of
Credit and Letter of Guarantee. Such amount shall be held by the Lender for
set-off against future indebtedness owing by the Borrower to the Lender in
respect of such Letters of Credit and Letters of Guarantee.

<PAGE>

                                      -23-

                                   ARTICLE 7

              FORWARD EXCHANGE CONTRACTS AND INTEREST RATE SWAPS

7.1      FORWARD EXCHANGE CONTRACTS

         Subject to the terms of this Agreement, the Borrower shall be
entitled, upon execution of the usual forms, to avail itself of the Swing
Line Credit to purchase Forward Exchange Contracts. In such event the
Borrower shall be deemed to have utilized the Swing Line Credit to the extent
of such percentage, as is reasonably determined by the Lender, of the face
amount of any such Forward Exchange Contract. The Borrower shall deliver to
the Lender a demand promissory note (bearing the same rate of interest as a
Prime Rate Loan) for any amount owing by the Borrower in respect of a Forward
Exchange Contract which is not paid when the same becomes due and payable.

7.2      INTEREST RATE SWAPS

         Subject to the terms of this Agreement, the Borrower shall be
entitled, upon execution of the usual forms, to avail itself of the Swing
Line Credit to enter into Interest Rate Swaps. In such event the Borrower
shall be deemed to have utilized the Swing Line Credit with respect to such
Interest Rate Swaps by such amount as the Lender reasonably deems from time
to time to be the market risk for payments which may become due thereunder.
The Borrower shall deliver to the Lender a demand promissory note (bearing
the same rate of interest as a Prime Rate Loan) for any amount owing by the
Borrower with respect to an Interest Rate Swap which is not paid when the
same becomes due and payable.

<PAGE>

                                      -24-

                                   ARTICLE 8

                            REPAYMENT AND PREPAYMENT


8.1      REPAYMENT

(1) REVOLVING. Amounts borrowed under the Credits may be repaid at any time
and, prior to the Term Date, may be reborrowed from time to time in
accordance with the provisions hereof.

(2) MATURITY DATE. Subject to Section 8.1(1) and Article 12, the Borrower
shall repay all outstanding Accommodation under the Credits, together with
all unpaid and accrued interest thereon and all amounts relating thereto
hereunder including outstanding fees, on the Maturity Date.

8.2      PREPAYMENT

         The Borrower may at any time pay all or any outstanding
Accommodation under the Credits by providing the Agent with notice of its
intention to so pay in accordance with the notice periods set out in Section
2.5(1) and the provisions of Sections 2.5(2) and 2.6 shall apply to such
payments mutatis mutandis. Any payment of a LIBOR Loan prior to the expiry of
the relevant LIBOR Period shall be subject to Section 5.3. Any payment of
Accommodation evidenced by Bankers' Acceptances, Letters of Credit, Letters
of Guarantee, Forward Exchange Contracts or Interest Rate Swaps shall be made
by delivering to the relevant Lender under contractual arrangements
reasonably satisfactory to such Lender, such amounts as the Lender may be
required to pay under such Accommodation. Any prepayment made following the
Term Date will result in the pro rata cancellation of the Commitments and the
Swing Line Commitment.

8.3      CAPITAL ADEQUACY, ETC.

         If the introduction after the date of this Agreement of or any
change in any applicable law, regulation, treaty or official directive or
regulatory requirement of Canada now or hereafter in effect (whether or not
having the force of law) or in the interpretation or administration thereof
by any court or by any judicial or governmental authority charged with the
interpretation or administration thereof, or if compliance by any Lender with
any request from any central bank or other fiscal, monetary or other
authority of Canada (whether or not having the force of law):

             (a)  subjects a Lender to any cost or tax on or changes the basis
                  of taxation of payments due by the Borrower to such Lender
                  or increases any existing cost or tax on payments of
                  principal, interest or other amounts payable by the Borrower
                  to such Lender under this Agreement (except for increased
                  costs or taxes which are fully reflected in the Prime
                  Interest Rate, the U.S. Base Rate, the LIBOR Rate or the
                  Stamping Fee charged by the Lenders in connection with
                  Bankers'

<PAGE>

                                      -25-

                  Acceptances, or taxes on the overall net income of such
                  Lender imposed by the jurisdiction in which its principal or
                  lending offices are located);

             (b)  imposes, modifies or deems applicable any reserve, special
                  deposit, regulatory or similar requirement against assets
                  held by, or deposits in or for the account of, or loans by,
                  or commitment of, or any other acquisition of funds for
                  Accommodation under the Credits by a Lender;

             (c)  imposes on a Lender a change in the manner in which such
                  Lender is required to allocate capital resources to its
                  obligations under this Agreement; or

             (d)  imposes on a Lender any other cost, tax or condition with
                  respect to this Agreement,

and the result of (a), (b), (c) or (d) is in the sole determination of such
Lender acting in good faith to increase the cost to such Lender, to incur a
liability or to reduce the income receivable by such Lender in respect of the
Credits, the Borrower shall pay to the Agent for the benefit of such Lender that
amount which indemnifies such Lender for such additional cost, liability or
reduction in income ("ADDITIONAL COMPENSATION"). Upon such a determination by a
Lender that it is entitled to Additional Compensation, it shall promptly notify
the Agent and the Agent shall then promptly notify the Borrower. A certificate
by a duly authorized officer of the applicable Lender setting forth the amount
of the Additional Compensation and the basis for it must be submitted by the
Agent to the Borrower and is prima facie evidence, in the absence of manifest
error, of the amount of the Additional Compensation. The Additional Compensation
will accrue from the date of delivery of the certificate to the Borrower.

         If the Agent notifies the Borrower that Additional Compensation is
owed to a Lender, the Borrower has the right, at any time thereafter on
written irrevocable notice to the Agent, to make payment in full without
penalty or bonus to such Lender in respect of the Accommodation which has
given rise to the Additional Compensation on the date specified in such
notice together with the Additional Compensation if any to the date of
payment or at the Borrower's option to convert such Accommodation into
another type of Accommodation.

8.4      NO SET-OFF OR COUNTERCLAIM

         To the fullest extent permitted by law the Borrower shall make all
payments under this Agreement regardless of any rights of set-off or any
defense or counterclaim.

8.5      WITHHOLDING TAXES: GROSS-UP

         All payments made under this Agreement shall be made without
deduction or withholding for or on account of any withholding taxes. If the
Borrower is required by law or by the administration thereof to withhold or
deduct withholding taxes, it shall pay to the Lender such additional amounts
as may be necessary in order that the net amounts received by the Lender
after such withholding or deduction (including any required deduction or
withholding on the additional amount) shall equal the amount that the Lender
would have received had no

<PAGE>

                                      -26-

deduction or withholding been made. The Lender shall exercise its discretion in
good faith as to whether or not it will seek any tax benefit or credit in
respect of such deduction or withholding provided that the Lender shall remit to
the Borrower any such tax benefit or credit if and when received and shall
notify the Borrower of (a) its decision not to apply for any such tax benefit or
credit and (b) the reasons therefor. In addition, the Borrower shall forward to
the Lender within 60 days of making such payment to the governing or taxing
authority such tax receipts or other official documentation with respect to the
payment of the withholding taxes so deducted or withheld as may be issued from
time to time by such government or taxing authority. Without limiting the
foregoing, if the Lender shall become liable for taxes as a result of a payment
having been made by the Borrower to the Lender without the withholding taxes
required by law having been deducted or withheld, the Borrower shall indemnify
the Lender for any taxes payable by the Lender in respect of any such payment.

8.6      CURRENCY OF REPAYMENT

         Each repayment or prepayment will be made in the currency or
currencies of the Accommodation being repaid or prepaid.

8.7      GENERAL

(1)      The Borrower will ensure that no Bankers' Acceptance, LIBOR Loan,
Letter of Credit, Letter of Guarantee, Forward Exchange Contract or Interest
Rate Swap has a maturity date beyond the Maturity Date.

(2)      If at any time the Cdn. Dollar Amount of Accommodation then
outstanding under the Swing Line Credit exceeds $10,500,000, the Borrower
will forthwith pay to the Swing Line Lender upon demand by the Swing Line
Lender the amount by which the Cdn. Dollar Amount of the outstanding
Accommodation exceeds $10,000,000 in order to reduce the amount outstanding
under the Swing Line Credit to $10,000,000.
<PAGE>
                                      -27-


                                    ARTICLE 9

                                    GUARANTEE


9.1       GUARANTEE

          The present and future indebtedness and liability of the Borrower to
the Lenders, including the Swing Line Lender, under this Agreement shall be
supported by the guarantee of the Guarantor in favour of the Agent, on behalf of
the Lenders, in substantially the form set out in Schedule H.

<PAGE>

                                      -28-


                                   ARTICLE 10

                         REPRESENTATIONS AND WARRANTIES


10.1      REPRESENTATIONS AND WARRANTIES OF THE BORROWER

          The Borrower represents and warrants to the Agent and each of the
Lenders as follows:

      (a) it has been duly incorporated and is validly subsisting as a
          corporation under the laws of Ontario; it is qualified to carry on its
          business in each jurisdiction in which the nature of its business
          requires qualification, except where failure to so qualify would not
          have a material adverse effect on the business, assets, condition or
          prospects, financial or otherwise, of the Borrower; it has the power
          and authority to enter into and perform its obligations under the
          Documents to which it is a party and all other instruments and
          agreements delivered pursuant to any of the Documents and to own its
          property and carry on its business as currently conducted; and it has
          obtained all licences, permits and approvals from all governments,
          governmental commissions, boards and other agencies required in
          respect of its operations;

      (b) the execution, delivery and performance of the Documents to which
          it is a party and every other instrument or agreement delivered
          pursuant to the Documents have been duly authorized by all requisite
          action on the part of the Borrower and each of such documents has been
          duly executed and delivered by the Borrower and constitutes a valid
          and binding obligation against it enforceable in accordance with its
          terms subject to (i) applicable bankruptcy, insolvency, moratorium and
          similar laws at the time in effect affecting the rights of creditors
          generally and (ii) equitable remedies such as injunctions and specific
          performance which may only be granted in the discretion of the court
          before which they are sought;

      (c) there are no actions, suits or proceedings pending or, to the
          knowledge of the Borrower, threatened against or affecting it at law
          or in equity or before or by any governmental department, commission,
          board, bureau, agency or instrumentality, domestic or foreign, or
          before any arbitrator of any kind, which would result in any material
          adverse change in its business, operations, prospects, properties,
          assets or condition, financial or otherwise, or in its ability to
          perform its obligations under any Document to which it is a party or
          any other agreement or instrument delivered pursuant to this
          Agreement; it is not aware of any existing ground on which any such
          action, suit or proceeding might be commenced with any reasonable
          likelihood of success; it is not in default with respect to any
          judgment, order, writ, injunction, decree, award, rule or regulation
          of any court, arbitrator or governmental department, commission,
          board, bureau, agency or instrumentality, domestic or foreign, which,
          either separately or in the aggregate, would result in any such
          material adverse change;

<PAGE>

                                    -29-

      (d) it is not a party to any agreement or instrument which materially
          adversely affects its ability to perform its obligations under any of
          the Documents to which it is a party or any agreements or instruments
          delivered pursuant to this Agreement which materially adversely
          affects its business, operations, prospects, properties, assets or
          condition, financial or otherwise;

      (e) it is not subject to any restriction or any judgment, order, writ,
          injunction, decree or award which materially adversely affects, or to
          the best of its knowledge in the future will materially adversely
          affect, its business, operations, prospects, properties, assets or
          condition, financial or otherwise, or its ability to perform its
          obligations under any of the Documents to which it is a party or any
          agreements or instruments delivered pursuant to this Agreement;

      (f) neither the execution nor delivery of the Documents to which it is
          a party or any agreements or instruments delivered pursuant to this
          Agreement, the consummation of the transactions herein and therein
          contemplated, nor compliance with the terms of this Agreement or
          thereof conflicts with or will conflict with, or results or will
          result in any breach of, or constitutes a default under, any of the
          provisions of its constating documents, articles or by-laws or any
          agreement, instrument, court order or arbitration award to which it is
          a party or by which it or any of its property and assets are bound or
          results or will result in the creation or imposition of any mortgage,
          lien, charge or encumbrance of any nature whatsoever upon its
          properties or assets or in the contravention of any applicable law,
          rule or regulation of Canada or of any jurisdiction in which it
          carries on business;

      (g) all consents, approvals, authorizations, declarations,
          registrations, filings, notices and other actions whatsoever required
          as at the date of this Agreement in connection with its execution and
          delivery of any of the Documents to which it is a party and all other
          agreements or instruments delivered pursuant to this Agreement, and
          the consummation of the transactions contemplated by this Agreement,
          have been obtained, made or taken; and

      (h) no event has occurred which constitutes a Default or an Event of
          Default.

<PAGE>

                                    -30-


                                   ARTICLE 11

                                   COVENANTS


11.1      COVENANTS OF THE BORROWER

          So long as this Agreement is in force and except as otherwise
permitted by the prior written consent of the Required Lenders, and of all the
Lenders to the extent required by Section 15.5, the Borrower covenants and
agrees that:

      (a) CORPORATE EXISTENCE. It will do or cause to be done all things
          necessary to keep in full force and effect its corporate existence and
          all properties, rights, franchises, licences and qualifications
          required to carry on its business in each jurisdiction in which it
          owns property or carries on business from time to time, except where
          the failure to maintain any qualification would not have a material
          adverse effect on the business, assets, condition or prospects,
          financial or otherwise, of the Borrower;

      (b) INSURANCE. It will maintain insurance of such types, in such
          amounts and against such risks as is customary in the case of
          companies engaged in a similar business with insurers;

      (c) COMPLIANCE WITH LAWS. It will comply with all applicable
          governmental restrictions including environmental restrictions, laws
          and regulations and obtain and maintain in good standing all material
          licences, permits, qualifications and approvals from any and all
          governments, government commissions, boards or agencies of
          jurisdictions in which it carries on business, except where the
          failure to comply would not have a material adverse effect on the
          business, assets, condition or prospects, financial or otherwise, of
          the Borrower;

      (d) PAYMENT OF TAXES. It will pay or cause to be paid all taxes,
          government fees and dues levied, assessed or imposed upon it and its
          property or any part thereof, as and when the same become due and
          payable; provided that the Borrower may withhold or protest the
          payment of any such taxes, fees or dues if it is acting in good faith;

      (e) EVENT OF DEFAULT. It will immediately notify the Agent of the
          occurrence of any Default or Event of Default;

      (f) USE OF ACCOMMODATION. It will not request, use or permit any
          Accommodation under the Credits to be used for any purpose other than
          that set out in Section 2.2;

      (g) CORPORATE REORGANIZATION. It will not enter into any transaction
          affecting its corporate structure or existence whether by way of
          reconstruction, reorganization, consolidation, amalgamation, merger or
          transfer, sale or lease of substantially all

<PAGE>

                                    -31-

          of its assets, except for any reconstruction, reorganization,
          consolidation, amalgamation or merger after giving effect to which no
          Event of Default exists hereunder and the Borrower is the surviving
          entity;

      (h) COMPLIANCE CERTIFICATE. It will provide the Agent with a
          compliance certificate within 60 days following the last day of each
          fiscal quarter of Borrower and within 95 days of each fiscal year end
          of Borrower signed by an authorized officer of Borrower indicating
          that Borrower is in compliance with the covenants and agreements
          contained in Section 11.1 of this Agreement and that the
          representations and warranties of the Borrower in Article 10 are true
          and correct in all material respects as if made at the date of the
          certificate;

      (i) GUARANTOR'S FINANCIAL STATEMENTS. It will provide the Agent for
          delivery to the Lenders:

          (i) within 95 days after the end of each fiscal year of the
              Guarantor, a consolidated balance sheet of Guarantor and its
              Subsidiaries as at the close of such fiscal year and
              consolidated statements of operations, cash flows and
              shareholders' equity of the Guarantor and its Subsidiaries for
              such year, certified by independent public accountants of
              national standing selected by Guarantor;

         (ii) within 15 days after the date of their filing, copies of all
              reports on Forms 8-K, 10-Q and 10-K (or any substantially
              equivalent reports at any time prescribed by applicable
              regulations) filed by the Guarantor with the Securities and
              Exchange Commission;

        (iii) promptly following any requests therefor, such other financial
              data excluding projections (except in the event that the
              Guarantor's then-current Rating Level is Level VI) as any Lender
              may reasonably request from time to time; and

         (iv) as soon as available, but in any event not later than 50 days
              after the end of each of the first three quarterly periods of
              each fiscal year of the Guarantor, the unaudited consolidated
              condensed balance sheet of the Guarantor and its Subsidiaries as
              at the end of such quarterly period and the related unaudited
              consolidated condensed statements of operations and cash flows of
              the Guarantor and its Subsidiaries for such quarterly period
              (except that the statement of cash flows shall be on a
              year-to-date basis) and the portion of the fiscal year through
              such date, setting forth in each case in comparative form the
              figures for the previous year, certified by a Responsible Officer
              (subject to normal year-end audit adjustments) in accordance
              with U.S. GAAP (it being understood that delivery of a report on
              Form 10-Q filed by the Guarantor with the Securities and Exchange
              Commission for the relevant quarter shall satisfy the requirements
              of this clause (iv)).

<PAGE>

                                    -32-


All of the above financial statements delivered hereunder shall be prepared in
accordance with U.S. GAAP and stated in U.S. Dollars.

      (j) GUARANTOR'S COMPLIANCE CERTIFICATE. It will provide to the Agent for
          delivery to the Lenders at the time of the delivery of each set of
          financial statements of the Guarantor pursuant to Subsections 11.1(i)
          (i), (ii) and (iv), the Guarantor's Compliance Certificate signed by a
          Responsible Officer of the Guarantor.

      (k) RANKING OF ACCOMMODATION. All Accommodation obtained hereunder and
          the payment obligations of the Guarantor under the Guarantee shall
          rank pari passu with all senior funded debt of the Borrower and the
          Guarantor respectively.

<PAGE>

                                    -33-


                                   ARTICLE 12

                                EVENTS OF DEFAULT


12.1      EVENTS OF DEFAULT

          Any one or more of the following events shall constitute an Event of
Default under this Agreement:

      (a) DEFAULT IN PAYMENT - If the Borrower fails to repay any
          indebtedness on account of principal or interest or any other amount
          payable under this Agreement on the due date and such default
          continues for a period of 5 Business Days or more after written notice
          has been delivered by the Agent.

      (b) DEFAULTS UNDER THIS AGREEMENT - Subject to Section 12.1 (a), if
          the Borrower defaults in the performance or observance of any covenant
          or agreement contained in this Agreement, provided that no such
          Default shall constitute an Event of Default if, being capable of
          remedy, it is remedied within 15 days of the Agent giving notice to
          the Borrower of such default (or such longer period as the Required
          Lenders may designate in their sole discretion in situations where the
          Borrower is diligently proceeding to remedy a Default that is capable
          of being remedied and the Required Lenders are satisfied, in their
          sole discretion, that they are not being prejudiced by the continuance
          of the Default).

      (c) REPRESENTATIONS AND WARRANTIES - If any representation, warranty
          or statement made in this Agreement, the Guarantee or any certificate
          or other document delivered to the Agent or any of the Lenders
          pursuant to this Agreement is untrue or incorrect in any material
          respect when made.

      (d) DEFAULT UNDER OTHER AGREEMENTS WITH LENDERS - If the Borrower
          defaults in the performance or observance of any material term,
          condition, representation or covenant contained in any agreement
          between the Borrower and the Agent or any of the Lenders which
          agreement involves more than $10,000,000 (other than this Agreement)
          and such default continues for a period of 30 days or more after
          written notice thereof to the Borrower.

      (e) DEFAULT IN OTHER INDEBTEDNESS - If any event of default as defined
          in any instrument or agreement (other than this Agreement) shall occur
          such that any of the indebtedness or liability of the Borrower in
          excess of $10,000,000 under such instrument or agreement is declared
          due and payable prior to the date on which the same would otherwise
          become due and payable or if the Borrower defaults in the payment of
          any principal amount in excess of $10,000,000 (other than to the Agent
          or any of the Lenders) which has become due and payable.

<PAGE>

                                    -34-



      (f) WINDING-UP, ETC. - If an order is made or an effective resolution
          passed for the winding-up, liquidation or dissolution of the Borrower.

      (g) INSOLVENCY, ETC. - If the Borrower consents to or makes a general
          assignment for the benefit of creditors or makes a proposal or files a
          notice of intention to file a proposal under the Bankruptcy Act, or is
          declared bankrupt, or if a liquidator, trustee in bankruptcy,
          custodian or receiver and manager or other officer with similar powers
          is appointed of the Borrower or of its property or any part thereof
          and such appointment is not being contested in good faith by the
          Borrower or if the Borrower seeks the benefit of any insolvency law.

      (h) JUDGMENTS - If a final judgment for an amount in excess of
          $10,000,000 (which amount has not been paid or is not covered by
          insurance) is rendered against the Borrower and, within 60 days after
          entry thereof, such judgment has not been discharged or execution
          thereof stayed pending appeal or if, within 60 days after the
          expiration of any such stay, such judgment has not been discharged.

      (i) GUARANTEE - If the Guarantee, or any part thereof, ceases at any
          time after its execution and delivery to constitute in favour of any
          of the Agent or the Lenders a security instrument in the manner
          contemplated by this Agreement or if the Guarantor is in default with
          respect to any of the provisions of the Guarantee; provided that, with
          respect to Section 19 of the Guarantee, there shall be no default in
          the performance or breach of such provision unless the failure to
          comply with such provision continues for a period of 30 days.

      (j) INTERNATIONAL MULTIFOODS CORPORATION CREDIT AGREEMENT - If there
          occurs an Event of Default under the Multifoods Credit Agreement which
          for the purposes of this Agreement shall be deemed to be in existence
          in the event that the Multifoods Credit Agreement is terminated.

12.2      ACCELERATION

          On the occurrence of any Event of Default, the Agent in its discretion
may, and on written request by the Required Lenders shall, by written notice to
the Borrower, take any or all of the following actions: (a) declare the
principal of and accrued interest owing in respect of the Credits to be, and the
same shall thereupon become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower; (b) declare the Commitments and the Swing Line
Commitment terminated, whereupon the Commitment of each Lender and the Swing
Line Commitment shall terminate immediately and all amounts payable under the
Credits shall immediately become due and payable without any further notice of
any kind; (c) demand on the Guarantee as provided for therein; and (d) without
limitation, proceed by any other action, suit, remedy or proceeding authorized
or permitted by this Agreement or by law or by equity.

<PAGE>

                                    -35-


12.3      REMEDIES CUMULATIVE

          The rights and remedies of the Agent and the Lenders under this
Agreement are cumulative and in addition to and not in substitution for any
rights or remedies provided by law.

12.4     AVAILABILITY OF ACCOMMODATION AFTER DEMAND OR DEFAULT; APPROPRIATION

(1)      The Agent and each Lender may from time to time when a Default or an
Event of Default has occurred and is continuing, refuse to grant any further
Accommodation to the Borrower under the Credits. The Lenders may also refuse to
permit any switches or rollovers of outstanding Accommodation other than to
Prime Rate Loans and may appropriate any moneys received in or towards payment
of such of the indebtedness and liability of the Borrower to the Lenders under
this Agreement as each Lender in its discretion may see fit and the Borrower
shall not have any right to require any inconsistent appropriation.

(2)       If any Lender shall at any time receive payment or satisfaction of all
or any part of its loans, interest thereon or any other amount payable under
this Agreement or under the Notes with respect to the Credits by whatever means
in a proportion which, in relation to any amounts received by any other Lender
or Lenders, represents more than the percentage of its Commitment or the Swing
Line Commitment as the case may be for the time being of the aggregate
outstanding Commitments and the Swing Line Commitment, then such Lender shall
pay to the other Lenders such amount as will ensure that each Lender will
receive a proportion of such payment equal to the percentage that its Commitment
or Swing Line Commitment bears to the aggregate of the outstanding Commitments
and the Swing Line Commitment. Accommodation under Credit A and the Swing Line
Credit shall rank pari passu.

(3)       In the event that at any time any Lender shall be required to refund
(as a preference or otherwise) any amount which has been paid to or received by
it on account of any part of its loans, interest thereon or any other amount
payable under this Agreement or under the Notes and which has been paid to any
other Lender pursuant to this Section 12.4, such other Lender shall repay a
proportionate amount of the sums so refunded without interest, or, as the case
may be, repurchase for cash from the first-mentioned Lender a proportionate part
of the indebtedness of the Borrower to the first-mentioned Lender.

(4)       If a Lender is required to make any payment to any other Lender
pursuant to this Section 12.4, it shall give notice thereof to the Agent and, at
the option of the Lender making such payment, (a) subject to Subsection 12.4(3)
of this Agreement, the liability of the Borrower to the Lender making such
payment under this Agreement shall be treated as not having been reduced by the
amount of such payment and the liability of the Borrower to any Lender receiving
such payment shall be treated as having been reduced by the amount of the
payment received by such Lender or (b) the Borrower shall fully indemnify the
Lender making such payment for the amount of any payment made pursuant to this
Section 12.4.

<PAGE>

                                    -36-


12.5      NON-MERGER

          The taking of a judgment or judgments or any other action or dealing
whatsoever by the Agent or any Lender in respect of the Guarantee shall not
operate as a merger of any indebtedness or liability of the Borrower to the
Agent or any of the Lenders or in any way suspend payment or affect or prejudice
the rights, remedies and powers, legal or equitable, which the Agent or any
Lender may have in connection with such liabilities and the surrender,
cancellation or any other dealings with any security for such liabilities shall
not release or affect the liability of the Borrower under this Agreement.

12.6      CURRENCY INDEMNITY

          Any payment on account of an amount payable under this Agreement in a
specified currency made to or for the account of any Lender in a currency other
than the specified currency pursuant to a judgment or order of a court or
tribunal of any jurisdiction shall constitute a discharge of the obligation
under this Agreement only to the extent of the amount of the specified currency
which such Lender is able, on the date of receipt of such payment, to purchase
in Toronto, Ontario with the amount so received by it. If the amount of the
specified currency which such Lender is so able to purchase is less than the
amount of the specified currency originally due to it, the Borrower shall
indemnify and save harmless such Lender from and against any loss or damage
arising as a result of such deficiency. This indemnity shall constitute an
obligation separate and independent from the other obligations contained in this
Agreement, shall give rise to a separate and independent cause of action, shall
apply irrespective of any indulgence granted by any Lender from time to time and
shall continue in full force and effect notwithstanding any judgment or order
for a liquidated sum in respect of an amount due under this Agreement or under
any judgment or order.

<PAGE>

                                    -37-


                                   ARTICLE 13

                      CONDITIONS PRECEDENT TO ACCOMMODATION


13.1      GENERAL

(1)       The Borrower shall deliver or have delivered to the Agent for the
Lenders at the time of execution of this Agreement the following documents:

      (a) copies of the charter documents of the Borrower and the Guarantor,
          certified by the Secretary of the Borrower and the Guarantor,
          respectively;

      (b) certified copies of all corporate action taken by the Borrower to
          authorize the execution and delivery of the Documents to which it is a
          party and all other agreements or instruments to be delivered by it
          pursuant to this Agreement;

      (c) certified copies of all corporate action taken by the Guarantor to
          authorize the Guarantee;

      (d) the Notes;

      (e) the Guarantee; and

      (f) the opinions of counsel for the Borrower and the Guarantor
          acceptable to the Agent and the Lenders (substantially in the forms of
          Schedule J and Schedule K, respectively).

(2)       The Borrower shall deliver to the Agent on or before the date on which
the Borrower first requests Accommodation under either of the Credits the
following documents:

      (a) the necessary Notice of Borrowing required under this Agreement;

      (b) a certificate of the Borrower, executed by a senior officer of the
          Borrower and dated the date on which the Accommodation is to be
          granted certifying that as at such date:

          (i)  no Default or Event of Default has occurred and is continuing;
               and

          (ii) the representations and warranties of the Borrower contained in
               Article 10 of this Agreement are true and correct in all material
               respects as if made at the date of the certificate.

(3)       Prior to the second and each subsequent request made by the Borrower
for Accommodation under the Credits, the Borrower shall deliver to the Agent all
necessary Notes and documents respecting the granting of Accommodation under
this Agreement.

<PAGE>

                                    -38-


13.2      OPINION OF LENDERS' COUNSEL

          Neither the Agent nor any of the Lenders shall be required to make the
initial Accommodation available under the Credits until the Agent and the
Lenders have received a satisfactory legal opinion of the Lenders' counsel
regarding such legal matters incident to the Documents and the transactions
provided for or contemplated herein or therein as they have reasonably
requested.

13.3      PRIOR AGREEMENT

          All outstanding Accommodation under the Prior Agreement will be deemed
to be Accommodation outstanding under this Agreement and will be deemed to have
been granted as of the date that the conditions precedent to Accommodation have
been fulfilled to the satisfaction of the Agent and the Lenders.

<PAGE>

                                    -39-


                                   ARTICLE 14

                                   THE AGENT


14.1      APPOINTMENT

          The Lenders appoint Canadian Imperial Bank of Commerce ("CIBC") to act
as Agent for the Lenders in the manner and on the terms provided in this
Agreement. Except as may be specifically provided to the contrary in this
Agreement, each of the Lenders irrevocably authorizes CIBC, as the Agent for
such Lender, to take such action on its behalf under the provisions of the
Documents and any other instruments and agreements referred to in them, and to
exercise such powers and to perform such duties under such documents as are
delegated to the Agent by the terms of those documents, together with such other
powers as are reasonably incidental thereto which may be necessary for the Agent
to exercise in order that the provisions of the Documents are carried out. The
Agent shall only be required to exercise such powers and perform such duties as
Agent under this Agreement as it shall be instructed to exercise from time to
time by the Lenders.

14.2      DELEGATION OF DUTIES

          The Agent may perform any of its duties under any Document or any
other instruments and agreements referred to therein by or through its agents or
employees and shall be entitled to the advice of counsel concerning all matters
pertaining to its duties.

14.3      INDEMNITY

          The Lenders agree to indemnify the Agent (to the extent not reimbursed
by the Borrower) rateably according to their Commitments and the Swing Line
Commitment from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any nature or kind whatsoever which may be imposed on, incurred by, or
asserted against the Agent in such capacity in any way relating to or arising
out of the Documents and any other instruments and agreements referred to in
them or any action taken or omitted by the Agent under the Documents or any
other instruments and agreements referred to in them; provided that no Lender
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Agent's gross negligence or wilful misconduct. Without
limiting the generality of the foregoing, each Lender agrees to reimburse the
Agent promptly on demand for its rateable share as above described of
out-of-pocket expenses (including the fees and disbursements of counsel)
incurred by the Agent in connection with the determination or preservation of
any rights of the Agent or the Lenders under, or the enforcement of, or legal
advice in respect of rights or responsibilities under, the Documents or any
other instruments and agreements referred to in them, to the extent that the
Agent is not reimbursed for such expenses by the Borrower on demand. In
addition, the Agent may refrain from exercising any right, power or discretion
or taking any action to protect or enforce the rights of any Lender under the
Documents or any other instruments and agreements referred to in them until it
has been indemnified or secured to

<PAGE>

                                    -40-


its satisfaction against any and all costs, losses, expenses or liabilities
(including legal fees) which it would or might sustain or incur as a result of
such exercise or action.

14.4      EXCULPATION

          The Agent shall have no duties or responsibilities except those
expressly set out in this Agreement. Neither the Agent nor any of its officers,
directors, employees or agents shall be liable for any action taken or omitted
to be taken under this Agreement or in connection with it, unless caused by its
or their gross negligence or willful misconduct. The duties of the Agent shall
be mechanical and administrative in nature; the Agent shall not have by reason
of this Agreement a fiduciary relationship in respect of any Lender and nothing
in this Agreement, expressed or implied, is intended to, or shall be construed
so as to, impose on the Agent any obligation except as expressly set out in this
Agreement. The Agent shall not be responsible for any recitals, statements,
representations or warranties herein or which may be contained in any document
subsequently received by the Agent or for the authorization, execution,
effectiveness, genuineness, validity or enforceability of the Documents or any
other instruments and agreements referred to therein and shall not be required
to make any inquiry concerning the performance or observance of any of the
terms, provisions or conditions of the Documents or any other instruments and
agreements referred to therein. Each of the Lenders severally represents and
warrants to the Agent that it has made and will continue to make such
independent investigation of the financial condition and affairs of the Borrower
and related parties as such Lender deems appropriate in connection with its
entering into this Agreement and the making and continuance of borrowings under
the Credits, that such Lender has and will continue to make its own appraisal of
the creditworthiness of the Borrower and related parties and that such Lender in
connection with such investigation and appraisal has not relied upon any
information provided to such Lender by the Agent. The Agent may at any time
request instructions from the Lenders with respect to any actions or approvals
which, by the terms of this Agreement, the Agent is permitted or required to
take or to grant, and the Agent shall be absolutely entitled to refrain from
taking any action or to withhold any approval and shall not be under any
liability whatsoever to any person for refraining from taking any action or
withholding any approval under this Agreement until it has received such
instructions from the Required Lenders or all of the Lenders, as applicable. No
Lender shall have any right of action whatsoever against the Agent as a result
of the Agent acting or refraining from acting under this Agreement in accordance
with instructions received from the Required Lenders or all of the Lenders, as
applicable.

14.5      RELIANCE

          The Agent shall be entitled to rely upon any writing, notice,
statement, certificate, telex, teletype message, cablegram, facsimile, order or
other document or telephone conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper person or persons,
and, with respect to all legal matters pertaining to this Agreement and its
duties under this Agreement, upon the advice of counsel selected by it.

<PAGE>

                                    -41-


14.6      EXCHANGE OF INFORMATION

          The Borrower agrees that the Agent and each Lender may provide to the
other Lenders or the Agent such information on a confidential basis concerning
the financial position, property and operations of the Borrower, the Guarantor
and their respective Subsidiaries as in the opinion of the Agent or such Lender
is relevant to the ability of the Borrower to fulfil its obligations under or in
connection with this Agreement, provided that the Agent shall not be under any
obligation to disclose any information to any of the Lenders in respect of the
Borrower, the Guarantor and their respective Subsidiaries, other than providing
to such Lenders forthwith copies of this Agreement, the Guarantee, financial
statements not distributed directly to the Lenders by the Borrower, and copies
of any certificates and other notices delivered by the Borrower pursuant to this
Agreement. Any such information received by the Agent and the Lenders which is
not publicly available shall be considered confidential and shall not be
disclosed by the Agent or any Lender without the prior written consent of the
Borrower and the Guarantor or as may be required by law. The Agent and each
Lender receiving such confidential information will take all reasonable
precautions necessary (a) to safeguard the confidential information from
disclosure to anyone other than a limited number of appropriate officers,
directors, examiners, auditors and agents of the Agent or the Lenders who have a
need to have access to the confidential information and (b) to ensure that all
of such persons who have access to the confidential information will keep it
confidential.

14.7      THE AGENT, INDIVIDUALLY

          With respect to its Commitment and the Swing Line Commitment, the
Accommodation granted by it under the Credits and any Notes issued to it, the
Agent shall have the same rights and powers under this Agreement as any other
Lender and may exercise the same as though it were not the Agent, and the term
"Lenders" or any similar terms shall, unless the context clearly indicates
otherwise, include the Agent in its individual capacity. It is understood and
agreed by all of the Lenders that the Agent may accept deposits from, lend money
to, and generally engage in banking business with the Borrower and its
Subsidiaries as if it were not the Agent under this Agreement including the
right to refinance the Credits.

14.8      RESIGNATION

          If at any time the Agent deems it advisable, in its sole discretion,
it may deliver to each of the Lenders and the Borrower written notification of
its resignation insofar as it acts on behalf of the Lenders pursuant to this
Article 14, such resignation to be effective on the date of the appointment of a
successor by all of the Lenders, which appointment shall be promptly made and
written notice thereof given to the Borrower concurrently with such appointment.
If no such appointment has been made within 30 days, the resigning Agent may
make such appointment on behalf of the Lenders and shall forthwith give notice
of such appointment to the Lenders and the Borrower.

<PAGE>

                                    -42-


14.9      MEETINGS OF LENDERS

          Except with respect to any approval, instruction or other expression
referred to in Section 15.5, an approval, instruction, waiver or other
expression of the Lenders (including, subject to Section 15.5, any amendment to
the terms of this Agreement) may be obtained by instrument in writing as
provided in the next paragraph or may be included in a resolution that is
submitted to a meeting or adjourned meeting of all Lenders duly called and held
for the purpose of considering the same as hereinafter provided and shall be
deemed to have been obtained if such resolution is passed by the affirmative
vote of the Required Lenders given on a poll of such Lenders with respect to
such resolution. A meeting of Lenders may be called by the Agent and shall be
called by the Agent on the request of any two Lenders. Every meeting shall be
held in the city where the head office of the Agent is situated or at such other
reasonable place as the Agent may approve. At least 10 Business Days notice of
the time and place of any meeting shall be given to the Lenders and shall
include or be accompanied by a draft of the resolution to be submitted to the
meeting, but the notice may state that such draft is subject to amendment at the
meeting or any adjournment thereof. The Lenders who are present in person or by
proxy at the time and place specified in the notice shall constitute a quorum. A
person nominated in writing by the Agent shall be chairman of the meeting. Upon
every poll taken at any meeting, each Lender who is not in default hereunder who
is present in person or represented by a proxy duly appointed in writing (who
need not be a Lender) shall be entitled to one vote in respect of each dollar of
principal amount of outstanding Accommodation which it is then owed under the
Credits, calculated as of the Business Day first preceding the day of the
meeting. In respect of all matters concerning the convening, holding and
adjourning of Lenders' meetings, the form, execution and deposit of instruments,
appointing proxies and all other relevant matters, the Agent may from time to
time make reasonable regulations not inconsistent with this Section 14.9 as it
shall deem expedient and any regulations as made by the Agent shall be binding
on the Borrower, the Agent and the Lenders. A resolution passed pursuant to this
Section 14.9 shall be binding on all Lenders, and the Agent (subject to the
provisions for its indemnity in this Agreement) shall be bound to give effect
thereto accordingly.

          Any approval, instruction or other expression that is specifically
stated to be required of the Required Lenders or under Section 15.5 may be
obtained either by a resolution passed at a meeting of Lenders called and held
in accordance with this Section 14.9 or by an instrument in writing signed in
one or more counterparts by the applicable Lenders.

14.10     PROVISIONS FOR BENEFIT OF LENDERS ONLY

          The provisions of this Article 14 relating to the rights and
obligations of the Agent and the Lenders inter alia shall be operative as
between the Agent and the Lenders only, and the Borrower shall not have any
rights under or be entitled to rely for any purposes upon such provisions.

14.11     ARRANGEMENTS FOR REPAYMENT OF ACCOMMODATION

          Prior to an acceleration of the payment of amounts outstanding under
this Agreement pursuant to Section 12.2, on receipt by the Agent of payments
from the Borrower on

<PAGE>

                                    -43-

account of principal, interest, fees or any other payment made to the Agent
on behalf of the Lenders with respect to Credit A the Agent shall pay over to
each Lender the amount to which it is entitled under this Agreement. Such
payment shall be made promptly following receipt and, in any event, the Agent
shall use reasonable efforts to pay to each Lender at the applicable Lender's
branch of account such amount on the same Business Day as such amount is
received by the Agent.

14.12     REPAYMENT BY LENDERS TO AGENT

(1)       Unless the Agent has been notified in writing by the Borrower at least
one Business Day prior to the date on which any payment to be made by the
Borrower with respect to Credit A under this Agreement is due that the Borrower
does not intend to remit such payment, the Agent may, in its discretion, assume
that the Borrower has remitted such payment when so due and the Agent may, in
its discretion and in reliance on such assumption, make available to each Lender
on such payment date an amount equal to such Lender's rateable portion of such
assumed payment. If the Borrower does not in fact remit such payment to the
Agent, without restricting the obligation of the Borrower to make such payment,
the Agent shall promptly notify each Lender and each such Lender shall forthwith
on demand repay to the Agent the amount of such assumed payment made available
to such Lender, together with interest thereon until the date of repayment
thereof at a rate determined by the Agent (such rate to be conclusive and
binding on such Lender) in accordance with the Agent's usual banking practice
for such advances to financial institutions of like standing to such Lender, but
in any event at a rate no greater than the usual interbank offered rate for the
sale of deposits in the applicable currency.

(2)       Unless the Agent has been notified in writing by a Lender at least one
Business Day prior to a drawdown date that such Lender does not intend to make
available its proportion of any Accommodation under Credit A, the Agent may, in
its discretion, assume that such Lender has remitted funds to the Agent and the
Agent may, in its discretion and in reliance on such assumption, make available
to the Borrower on such drawdown date an amount equal to such Lender's
proportion of such Accommodation. If a Lender does not in fact remit such funds
to the Agent, without restricting the obligation of such Lender to make such
funds available, the Agent shall promptly notify such Lender and the Borrower
shall forthwith on demand repay to the Agent the amount made available by the
Agent on behalf of such Lender, together with interest thereon until the date of
repayment thereof at a rate determined by the Agent (such rate to be conclusive
and binding on such Lender and the Borrower) in accordance with the amount
payable under this Agreement for a Prime Rate Loan.

14.13     LENDER CREDIT DECISION

          Each Lender acknowledges that it has, independently and without
reliance upon the Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit and financial
analysis of the Borrower and any other relevant Person and its own decision to
enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement.

<PAGE>

                                    -44-

                                   ARTICLE 15

                                  MISCELLANEOUS


15.1      PAYMENTS TO THE LENDERS

(1)       All payments required to be made by the Borrower under this Agreement
shall be made in immediately available funds and amounts payable by the Borrower
to the Lenders under this Agreement on account of interest, Stamping Fees and
Facility Fees shall be paid by the Agent debiting the same to a designated
account maintained with the Agent (for the Borrower).

(2)       Except as provided for in Subsection 2.3(1), all payments required to
be made by the Agent to the Lenders under this Agreement in connection with
Credit A shall be made on a pro rata basis in accordance with the then
outstanding amount of each Lender's Commitment.

15.2      FEES AND EXPENSES

(1)       The Borrower agrees to pay all reasonable out-of-pocket expenses,
including reasonable legal fees and disbursements, now or hereafter paid or
incurred by the Agent on behalf of the Lenders or by the Swing Line Lender in
connection with the preparation of the Documents and all other agreements or
instruments delivered pursuant to this Agreement, including any amendment
thereof whether or not the transactions contemplated by this Agreement are
consummated.

(2)       The Borrower agrees to reimburse the Agent on behalf of the Lenders,
on demand, for all reasonable sums charged by it or them on its own behalf or
paid to others on account of expenses incurred or services rendered (expressly
including legal advice and services) in connection with the administration,
maintenance and enforcement of this Agreement and/or any Lender's
Acknowledgement, and the Guarantee after any default by the Borrower or any
demand on the Borrower.

(3)       The Borrower shall pay or indemnify the Lenders against any and all
registration fees and similar taxes or charges which may be payable or
determined to be payable under Canadian law in connection with the execution,
delivery, performance, registration or enforcement of this Agreement or any
other Document or any of the transactions contemplated hereby or thereby,
subject to the provisions of Sections 5.4, 8.3 and 8.5.

15.3      BORROWER INDEMNIFICATION

          Whether or not the transactions contemplated hereby are consummated,
the Borrower shall indemnify and hold harmless the Agent and each Lender and
each of their respective officers, directors, employees, counsel, agents and
attorneys-in-fact (each an "Indemnified Person"), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, charges, expenses and disbursements (including reasonable lawyers' fees
and expenses) of any kind or nature whatsoever

<PAGE>

                                    -45-


which may at any time (including at any time following repayment of all
outstanding Accommodation and the termination, resignation or replacement of the
Agent or replacement of any Lender) be imposed on, incurred by or asserted
against any such Person in any way relating to or arising out of this Agreement
or any document contemplated by or referred to herein, or the transactions
contemplated hereby or thereby, or any action taken or omitted by any such
Person under or in connection with any of the foregoing, including with respect
to any investigation, litigation or proceeding (including any insolvency
proceeding or appellate proceeding) related to or arising out of this Agreement
or any Accommodation or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided that (a) the Borrower shall have no
obligation hereunder to any Indemnified Person with respect to Indemnified
Liabilities to the extent incurred by reason of the gross negligence or wilful
misconduct of such Indemnified Person and (b) the Borrower shall not be liable
to any Indemnified Person for any such loss, claim, damage, liability or expense
to the extent caused by or relating to any legal proceedings commenced against
any Indemnified Person by any security holder, depositor or creditor of such
Indemnified Person or his or her employer arising out of and based upon rights
afforded any such security holder, depositor or creditor solely in its capacity
as such. The agreements in this Section shall survive payment of all other
advances, debts, liabilities, obligations, covenants and duties arising under
any Document owing by the Borrower to any Lender, any Agent or any Indemnified
Person, whether direct or indirect (including those acquired by assignment),
absolute or contingent, due to become due, or now existing or hereafter arising.

15.4      FEES RELATED TO THE CREDIT

      (a) The Borrower shall pay to the Agent on behalf of the Lenders a
          Facility Fee equal to the rate per annum then applicable as set out in
          the Pricing Grid, calculated on the aggregate of the Commitments and
          the Swing Line Commitment on a daily basis beginning on the date of
          the execution of this Agreement and continuing until the Maturity
          Date, such fee to be payable quarterly in arrears on the last day of
          each March, June, September and December commencing on December 31,
          2000 with the fee for the period from the end of the last quarter for
          which the Facility Fee has been paid to the Maturity Date payable on
          the Maturity Date.

      (b) The Borrower will pay to the Agent for the Agent's account, such
          fee as agreed between the Agent and the Borrower.

      (c) The Borrower shall pay to the Agent on behalf of the Lenders a
          Utilization Fee at a rate of 0.125%, calculated on the aggregate of
          the Accommodation outstanding under the Commitments and the Swing Line
          Commitment on a daily basis with respect to each day during which the
          Utilization Rate is equal to or greater than 33 1/3%, beginning on the
          date of the execution of this Agreement and continuing until the
          Maturity Date, such fee to be payable quarterly in arrears on the
          last day of each March, June, September and December commencing on
          December 31,

<PAGE>

                                    -46-


          2000 with the fee for the period from the end of the last quarter for
          which the Utilization Fee has been paid to the Maturity Date payable
          on the Maturity Date.

      (d) The Borrower shall pay to the Agent on behalf of the Lenders a
          one-time participation fee equal to 0.10% of the aggregate of the
          Commitments and the Swing Line Commitment, such fee to be payable
          immediately upon execution of this Agreement by the Borrower.

15.5      AMENDMENT, WAIVER, ETC.

          Subject to the provisions of this Section 15.5, the Agent or the
Lenders and the Borrower may, from time to time, enter into written amendments,
supplements or modifications hereto for the purpose of adding any provisions to
this Agreement or changing in any manner the rights of the Lenders or the
Borrower hereunder or waiving, on such terms and conditions as may be specified
in such instrument, any of the requirements of this Agreement or any Default or
Event of Default and its consequences. No waiver or delay on the part of the
Agent or any of the Lenders in exercising any right or privilege under this
Agreement shall operate as a waiver thereof unless made in writing and signed by
an authorized officer of the Agent; provided however that no amendment, waiver
or consent, unless in writing and signed by all of the Lenders, shall be
effective to do any of the following: (a) reduce or forgive the payment of any
principal, interest, Stamping Fees or any other amount payable by the Borrower
pursuant to this Agreement; (b) postpone the date for payment of any amount
payable by the Borrower pursuant to this Agreement; (c) release or discharge the
Guarantee; (d) increase the Commitments of the Lenders or the Swing Line
Commitment or subject the Lenders to any additional obligations; (e) change the
percentage of the Commitments or of the aggregate unpaid principal amount of the
Credits, or the proportion of Lenders, which shall be required for the Lenders
or any of them to take any action under this Agreement; (f) amend this Section
15.5 or Section 15.11; or (g) amend the definition of "Required Lenders"; and
provided further that no amendment, waiver or consent shall, unless in writing
and signed by the Agent and all of the Lenders, affect the rights or duties of
the Agent under this Agreement. No written waiver shall preclude the further or
other exercise by the Agent or any of the Lenders of any right, power or
privilege under this Agreement, or extend to or apply to any further Event of
Default. The Borrower shall be entitled to rely without further enquiry on any
document or instrument and on any approval, instruction, waiver or other
expression given to it by the Agent purporting to indicate, and reasonably
believed by the Borrower to be genuine, that any requisite waiver, consent or
approval of the Lenders hereunder has been obtained or granted.

15.6      FURTHER ASSURANCES

          The Borrower shall from time to time immediately on the Agent's
request do, make and execute all such further assignments, documents, acts,
matters and things (other than security documents) as may be reasonably required
by the Agent with respect to this Agreement in accordance with the terms of this
Agreement to give effect to these presents.

<PAGE>

                                    -47-


15.7      DEALINGS BY AGENT AND LENDERS

          The Agent and each of the Lenders may grant extensions of time and
other indulgences, take and give up securities, accept compositions, grant
releases and discharges and otherwise deal with the Borrower, debtors of the
Borrower and others and any securities as they may see fit without prejudice to
the liability of the Borrower under this Agreement or the Lender's right to hold
and enforce this Agreement and any of its rights and remedies.

15.8      NOTICES

          Any notice or communication to be given under this Agreement may be
effectively given by delivering the same at the addresses hereinafter set out or
by sending the same by prepaid registered mail or facsimile to the parties at
such addresses. Any notice so mailed shall be deemed to have been received five
days following the mailing thereof provided the postal service is in operation
during such time and any notice sent by facsimile shall be deemed to have been
received on transmission. The mailing addresses and facsimile numbers of the
parties for the purposes of this Agreement shall respectively be:

in the case of the Borrower:

          Robin Hood Multifoods Inc.
          60 Columbia Way
          Markham, Ontario, L3R 0C9

          Attention:           Vice President, Finance and Treasurer
          Facsimile No.:       (905) 940-0742

with a copy to:

          International Multifoods Corporation
          110 Cheshire Lane
          Suite 300
          Minnetonka, Minnesota 55305-1060

          Attention            Vice President and General Counsel
                               Treasurer
          Facsimile No.:       (952) 594-3362

in the case of the Agent:

          Canadian Imperial Bank of Commerce
          161 Bay Street
          BCE Place, 8th Floor
          Toronto, Ontario, M5J 2S8

<PAGE>

                                    -48-


          Attention:           Manager, Agency Administration
          Facsimile No.:       (416) 956-3830


in the case of CIBC as Lender:

          Canadian Imperial Bank of Commerce
          Commerce Court West, 3rd Floor
          Toronto, Ontario, M5L 1A2

          Attention:           Director
          Facsimile No.:      (416) 304-5704


in the case of the Guarantor:

          International Multifoods Corporation
          110 Cheshire Lane
          Suite 300
          Minnetonka, Minnesota 55305-1060

          Attention:           Vice President and General Counsel
                               Treasurer
          Facsimile No.:       (952) 594-3362

          The address and facsimile number of each Lender is set out in the
execution pages of this Agreement or the applicable Lender's Acknowledgement or
where CIBC is the Lender, the address or facsimile number of CIBC set out above.

          The Borrower, the Guarantor, the Agent or any Lender may from time to
time notify each other, in accordance with the provisions of this Agreement, of
any change of address or facsimile number which thereafter, until changed by
like notice, shall be the address or facsimile number of such party for all
purposes of this Agreement.

15.9      ASSIGNMENT AND PARTICIPATIONS

(1)       A Lender, including the Agent, may with the prior written consent of
the Borrower (which consent shall not be unreasonably withheld), at any time
sell, transfer or assign any of its rights or obligations under this Agreement
to one or more Eligible Assignees, provided that (a) any such assignment of a
Lender's Commitment or the Swing Line Commitment hereunder must be at least a
minimum of $10,000,000 or all of such Lenders' Commitment if less than
$10,000,000, (b) such assignee executes a Lender's Acknowledgement in the form
attached hereto as Schedule A, and (c) the applicable Lender as assignor shall
pay to the Agent an administration fee of $2,500 with respect to such
assignment. The other costs and expenses of such assignment shall be borne by
the applicable Lender or assignee and the Borrower agrees to execute such
documentation as may reasonably be required by such Lender to acknowledge and
complete the assignment. Upon completion of such assignment, the assignee will
be entitled to

<PAGE>

                                    -49-


the assigned rights and obligations of the Lender to the same extent as if the
assignee were an original party in respect thereof to this Agreement and the
Lender as assignor shall be released and discharged accordingly.

(2)       A Lender, including the Agent, may without the consent of the Borrower
at any time sell to one or more banks or other entities ("Participants")
participating interests in any Prime Rate Loan owing to such Lender or any Note
or Bankers' Acceptance accepted by such Lender. In the event of any such sale by
a Lender of participating interests to a Participant, such Lender's obligations
under this Agreement shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the holder of any such Note and the acceptor of any
Bankers' Acceptance accepted by such Lender for all purposes under this
Agreement, all amounts payable by the Borrower under this Agreement shall be
determined as if such Lender had not sold such participating interests, and the
Borrower and the Agent shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement.

(3)       Any Lender may disclose with the prior written consent of the Borrower
(which consent shall not be unreasonably withheld), on a confidential basis in
accordance with Section 14.6, to a potential assignee which has been approved by
the Borrower under subsection 15.9(1) or with the prior written consent of the
Borrower, to any potential Participant which has been approved under Section
15.9(2), such information about the Borrower, the Guarantor and their respective
Subsidiaries as such Lender may see fit; provided that such potential assignee
or potential Participant agrees in writing to keep such information confidential
to the same extent as required of the Lenders hereunder.

(4)       If an Event of Default has occurred and is continuing, a Lender
including the Agent may sell, transfer or assign any of its rights or
obligations under this Agreement to any Person without the consent of the
Borrower but otherwise in accordance with Section 15.9(1) and such Lender may
disclose the information referred to in Section 15.9(3) without the prior
written consent of the Borrower; provided that the potential assignee or
potential Participant agrees in writing to keep such information confidential to
the same extent as required of the Lenders hereunder.

15.10     SURVIVAL

          This Agreement shall continue in full force and effect so long as any
indebtedness or liability is due and payable to the Agent or any of the Lenders
in respect of the Credits unless it is varied or terminated in writing. All
agreements, representations, warranties and covenants of the Borrower made
herein or in any document delivered by or on behalf of the Borrower to the Agent
or any of the Lenders pursuant to the provisions of this Agreement or otherwise
shall be deemed to have been relied on by the Agent and the Lenders
notwithstanding any investigation heretofore or hereafter made by the Agent or
any of the Lenders, their respective solicitors or any representative of the
Agent or any of the Lenders and shall survive the execution of this Agreement
and the granting of Accommodation under the Credits until repayment in full of
all amounts owing to the Agent and the Lenders.

<PAGE>

                                    -50-


15.11     SUCCESSORS AND ASSIGNS

          This Agreement shall be binding on and shall enure to the benefit of
the Borrower, the Agent and each Lender and their respective successors and
permitted assigns, provided that the Borrower shall not assign any of its rights
or obligations under this Agreement without the prior written consent of all of
the Lenders. No part of any Credit may be assigned by a Lender to a non-resident
of Canada within the meaning of the Income Tax Act (Canada) and no non-resident
of Canada may participate in the Credits. No Lender will book any part of the
Credits outside of Canada.

15.12     GOVERNING LAW

          The Documents and all certificates and other instruments delivered to
the Agent or the Lenders pursuant to this Agreement shall be construed and
interpreted in accordance with the laws of the Province of Ontario and the laws
of Canada applicable therein.

15.13     SEVERABILITY

          Any term of this Agreement which is void or unenforceable in any
jurisdiction is, as to that jurisdiction, ineffectual to that extent without
invalidating the remaining provisions of this Agreement.

15.14     ENTIRE AGREEMENT

          There are no representations, warranties, covenants, indemnities or
other agreements binding on the Borrower relating to the subject matter hereof
except as stated or referred to herein.

15.15     COUNTERPARTS

          This Agreement may be executed in two or more counterparts, either in
original or telecopy form, each of which shall constitute an original and all of
which together shall constitute one and the same agreement.

          IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.


                                        ROBIN HOOD MULTIFOODS INC.

                                        By:    /s/ D.H. Twiner
                                           -------------------------------------
                                        Name:  D.H. Twiner
                                        Title: President

<PAGE>

                                    -51-


                                        CANADIAN IMPERIAL BANK OF COMMERCE, as
                                        Agent

                                        By:    /s/ S. Nishimara   /s/ Tim Thomas
                                           -------------------------------------
                                        Name:  S. Nishimara
                                               Tim Thomas
                                        Title: Executive Director
                                               Executive Director


COMMITMENT:           $35,000,000       CANADIAN IMPERIAL BANK OF
SWING LINE COMMITMENT:$10,000,000       COMMERCE, as Lender

Address:                                By:    /s/ D. Zinkiewich
Commerce Court West, 3rd Floor             -------------------------------------
                                        Name:  D. Zinkiewich
Toronto, Ontario, M5L 1A2                      Title: Director

Attention:    Mr. Douglas Zinkiewich

Telephone:    (416) 980-3106
Facsimile:    (416) 304-5704



COMMITMENT:           $35,000,000       THE TORONTO-DOMINION BANK,
                                        as Lender

Address:                                By:    /s/ M.E. Kay
Corporate & Investment Banking Group       -------------------------------------
Toronto-Dominion Tower, 2nd Floor       Name:  M.E. Kay
Toronto, Ontario, M5K 1A2               Title: Associate Corporate Credit


Attention:    Mr. Michael Kay           By:    /s/ A.M. Robertson
                                           -------------------------------------
                                               A.M. (Sandy) Robertson
Telephone:    (416) 944-5824                   Vice President & Director
Facsimile:    (416) 944-5630

<PAGE>

                                    -51-



Commitment:           $35,000,000       THE BANK OF NOVA SCOTIA,
                                        as Lender

Address:                                By:    /s/ K. Coulson
Corporate Banking                          -------------------------------------
44 King Street West, 16th Floor         Name:
Toronto, Ontario, M5H 1H1               Title:


Attention:    Ms. Kathleen Coulson      By:    /s/ L. Charlton
                                           -------------------------------------
                                        Name:
                                        Title:

Telephone:        (416) 866-6078
Facsimile:        (416) 866-2009



<PAGE>

                                   SCHEDULE A

                            LENDER'S ACKNOWLEDGEMENT


TO:       CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

AND TO:   ROBIN HOOD MULTIFOODS INC.


          Reference is made to the credit agreement dated as of November 17,
2000 among Robin Hood Multifoods Inc., the financial institutions listed as
Lenders on the execution pages thereof or which have executed a Lender's
Acknowledgement as lenders (each a "Lender" and collectively the "Lenders"), and
Canadian Imperial Bank of Commerce, as agent for the Lenders in the manner and
to the extent described in Article 14 thereof (the "Agent"), as such credit
agreement may be amended, restated or revised from time to time (the "Credit
Agreement"). The undersigned acknowledges that its proper officers have received
and reviewed a copy of the Credit Agreement and it hereby takes cognizance of
the provisions thereof. All initially capitalized terms used herein and not
otherwise defined shall have the meanings given to them by the Credit Agreement.

          The undersigned wishes to become a Lender under the Credit Agreement
and accordingly furnishes this instrument to the Agent and the Borrower subject
to the terms of the Credit Agreement. The undersigned, by its execution and
delivery of this instrument, hereby agrees to be bound by all of the provisions
of the Credit Agreement that are applicable to Lenders including, without
limitation, the appointment of the Agent on the terms and conditions set forth
in Article 14 of the Credit Agreement all as the same may be amended, restated
or revised from time to time.

          The undersigned executes and delivers this instrument on the basis
that, subject to the terms and conditions of the Credit Agreement, it severally
agrees to make Accommodation available to the Borrower under Credit A, provided
that the amount of such Accommodation does not exceed $ - .

          The undersigned, the Agent and the Borrower acknowledge and agree
that, on execution of this instrument, the existing commitments in respect of
Credit A shall be adjusted to reflect the foregoing Commitments in the following
manner:

[Name of Lender]           Commitment reduced/increased by           [$]
                           TOTAL [Lender] Commitment    [$]

          Such Commitments may be adjusted from time to time pursuant to and in
accordance with the terms of the Credit Agreement.

<PAGE>

                                    -2-


          This instrument shall be governed and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.

          This instrument shall be binding on the undersigned and its permitted
successors and assigns.

          IN WITNESS WHEREOF, the undersigned has caused this instrument to be
duly executed this - day of - , 2000.

Address:
                                        ----------------------------------------

Telecopy No.:                           By:
                                           -------------------------------------

Commitment:                             Title:
                                              ----------------------------------


                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------


          The foregoing Lender's Acknowledgement is acknowledged and agreed to
this - day of - , 2000.


                                        ROBIN HOOD MULTIFOODS INC.

                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------


                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------



                                        CANADIAN IMPERIAL BANK OF
                                        COMMERCE, AS AGENT

                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

<PAGE>

                                    -3-


                                   SCHEDULE B

                            NOTE FOR PRIME RATE LOANS


                                                               November 17, 2000


          For value received, the undersigned hereby acknowledges itself
indebted to -, a Lender (as defined in the credit agreement, dated as of
November 17, 2000 among the undersigned, the financial institutions named as
Lenders on the execution pages thereof or which have executed a Lender's
Acknowledgement as lenders, and Canadian Imperial Bank of Commerce, as Agent for
the Lenders in the manner and to the extent described in Article 14 thereof
(such credit agreement amended, restated or revised from time to time is
referred to as the "Credit Agreement")), and unconditionally promises to pay on
demand to or to the order of -, at the place, on the dates and in the manner
provided for in the Credit Agreement, the unpaid principal balance of all Prime
Rate Loans made by - to the undersigned under the Credit, as recorded on the
grid attached to this Note.

          The principal amount (including any overdue interest) outstanding
hereunder from time to time shall bear interest at the rate payable for Prime
Rate Loans in accordance with the Credit Agreement as well after as before
maturity, default and judgment until paid.

          The indebtedness evidenced hereby may forthwith become due and payable
without notice on the occurrence of any one or more of the Events of Default
defined in the Credit Agreement.

          This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, the Credit Agreement and all amendments thereto, and
all initially capitalized terms used herein and not otherwise defined have the
meanings given to them by the Credit Agreement.

                                        ROBIN HOOD MULTIFOODS INC.


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

<PAGE>

                                    -2-

<TABLE>
<CAPTION>

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

                        ADVANCES AND PAYMENT OF PRINCIPAL

----------------- -------------------- -------------------- ------------------- ------------------ -----------------
                                       AMOUNT OF                                UNPAID
                  AMOUNT OF            PRINCIPAL                                PRINCIPAL          NOTATION
DATE              ADVANCE              PREPAID                 INTEREST PAID    BALANCE            MADE BY
----------------- -------------------- -------------------- ------------------- ------------------ -----------------
<S>               <C>                  <C>                  <C>                 <C>                <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

================= ==================== ==================== =================== ================== =================
</TABLE>

<PAGE>

                                   SCHEDULE C

                          NOTE FOR U.S. BASE RATE LOANS


                                                               November 17, 2000


          For value received, the undersigned hereby acknowledges itself
indebted to - , a Lender (as defined in the credit agreement, dated as of
November 17, 2000 among the undersigned, the financial institutions named as
Lenders on the execution pages thereof or which have executed a Lender's
Acknowledgement as lenders, and Canadian Imperial Bank of Commerce, as Agent for
the Lenders in the manner and to the extent described in Article 14 thereof
(such credit agreement amended, restated or revised from time to time is
referred to as the "Credit Agreement")), and unconditionally promises to pay on
demand to or to the order of - , at the place, on the dates and in the manner
provided for in the Credit Agreement, the unpaid principal balance of all U.S.
Base Rate Loans made by - to the undersigned under the Credit, as recorded on
the grid attached to this Note.

          The principal amount (including any overdue interest) outstanding
hereunder from time to time shall bear interest at the rate payable for U.S.
Base Rate Loans in accordance with the Credit Agreement as well after as before
maturity, default and judgment until paid.

          The indebtedness evidenced hereby may forthwith become due and payable
without notice on the occurrence of any one or more of the Events of Default
defined in the Credit Agreement.

          This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, the Credit Agreement and all amendments thereto, and
all initially capitalized terms used herein and not otherwise defined have the
meanings given to them by the Credit Agreement.

                                        ROBIN HOOD MULTIFOODS INC.


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

<PAGE>

                                    -2-

<TABLE>
<CAPTION>

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

                                            ADVANCES AND PAYMENT OF PRINCIPAL

----------------- -------------------- -------------------- ------------------- ------------------ -----------------
                                       AMOUNT OF                                UNPAID
                  AMOUNT OF            PRINCIPAL                                PRINCIPAL          NOTATION
DATE              ADVANCE              PREPAID                 INTEREST PAID    BALANCE            MADE BY
----------------- -------------------- -------------------- ------------------- ------------------ -----------------
<S>               <C>                  <C>                  <C>                 <C>                <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

================= ==================== ==================== =================== ================== =================
</TABLE>

<PAGE>

                                   SCHEDULE D

                              NOTE FOR LIBOR LOANS


                                                               November 17, 2000


          For value received, the undersigned hereby acknowledges itself
indebted to - , a Lender (as defined in the credit agreement, dated as of
November 17, 2000 among the undersigned, the financial institutions named as
Lenders on the execution pages thereof or which have executed a Lender's
Acknowledgement as lenders, and Canadian Imperial Bank of Commerce, as Agent for
the Lenders in the manner and to the extent described in Article 14 thereof
(such credit agreement amended, restated or revised from time to time is
referred to as the "Credit Agreement")), and unconditionally promises to pay on
demand to or to the order of - , at the place, on the dates and in the manner
provided for in the Credit Agreement, the unpaid principal balance of all LIBOR
Loans made by - to the undersigned under the Credit, as recorded on the grid
attached to this Note.

          The principal amount (including any overdue interest) outstanding
hereunder from time to time shall bear interest at the rate payable for LIBOR
Loans in accordance with the Credit Agreement as well after as before maturity,
default and judgment until paid.

          The indebtedness evidenced hereby may forthwith become due and payable
without notice on the occurrence of any one or more of the Events of Default
defined in the Credit Agreement.

          This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, the Credit Agreement and all amendments thereto, and
all initially capitalized terms used herein and not otherwise defined have the
meanings given to them by the Credit Agreement.

                                        ROBIN HOOD MULTIFOODS INC.


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

<PAGE>

                                    -2-

<TABLE>
<CAPTION>

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

                                            ADVANCES AND PAYMENT OF PRINCIPAL

----------------- -------------------- -------------------- ------------------- ------------------ -----------------
                                       AMOUNT OF                                UNPAID
                  AMOUNT OF            PRINCIPAL                                PRINCIPAL          NOTATION
DATE              ADVANCE              PREPAID                 INTEREST PAID    BALANCE            MADE BY
----------------- -------------------- -------------------- ------------------- ------------------ -----------------
<S>               <C>                  <C>                  <C>                 <C>                <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

================= ==================== ==================== =================== ================== =================
</TABLE>


<PAGE>

                                   SCHEDULE E

                               NOTICE OF BORROWING


TO:       CANADIAN IMPERIAL BANK OF COMMERCE, AS AGENT

1.        This Notice of Borrowing is delivered to you pursuant to Section 2.5
of the credit agreement, dated as of November 17, 2000, among the undersigned,
the financial institutions named as Lenders on the execution pages thereof or
which have executed a Lender's Acknowledgement as lenders, and Canadian Imperial
Bank of Commerce as Agent for the Lenders in the manner and to the extent
described in Article 14 thereof (such credit agreement as amended, restated or
revised from time to time is referred to as the "Credit Agreement"). All
references to section numbers herein are in respect of the Credit Agreement and
all capitalized terms set forth in this Notice of Borrowing shall have the
respective meanings specified in the Credit Agreement.

2.        The undersigned certifies that as at the date hereof:

      (a) the representations and warranties of the undersigned contained in
          Article 10 of the Credit Agreement are true and correct in all
          material respects as if given on the date hereof;

      (b) all conditions precedent under the Credit Agreement for the
          granting of the Accommodation requested herein have been satisfied;

      (c) no Event of Default or Default has occurred and is continuing; and

      (d) no Unmatured Event of Default as defined in the Multifoods Credit
          Agreement has occurred and is continuing.

3.        The undersigned hereby gives you notice that on -, the
undersigned wishes to obtain the following Accommodation under:

          Credit A:

                  Prime Rate Loan:          $-

                  Bankers' Acceptance:
                         Principal Amount   $-
                         Term   - days

<PAGE>

                                    -2-


          Swing Line Credit:

                  Prime Rate Loan:          $-

                  U.S. Base Rate Loans      $-

                  LIBOR Loan                $-
                         Term - days

                  Bankers' Acceptance:
                         Principal Amount   $-
                         Term - days



                  DATED at -, this - day of - , 2000.


                                        ROBIN HOOD MULTIFOODS INC.

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

<PAGE>

                                   SCHEDULE F

                            NOTICE OF ROLLOVER/SWITCH


TO:       CANADIAN IMPERIAL BANK OF COMMERCE, AS AGENT


1.        This Notice of Rollover/Switch is delivered to you pursuant to
Section 2.6 of the credit agreement, dated as of November 17, 2000, among the
undersigned, the financial institutions named as Lenders on the execution pages
thereof or which have executed a Lender's acknowledgement as lenders, and
Canadian Imperial Bank of Commerce as Agent for the Lenders in the manner and to
the extent described in Article 14 thereof (such credit agreement as amended,
restated or revised from time to time is referred to as the "Credit Agreement").
All references to section numbers herein are in respect of the Credit Agreement
and all capitalized terms set forth in this Notice of Rollover/Switch shall have
the respective meanings specified in the Credit Agreement.

2.        The undersigned certifes that as at the date hereof no Event of
Default or Default has occurred and is continuing.

3.        The undersigned hereby gives you notice that on -, the
undersigned wishes to undertake a Rollover/Switch of the following Accommodation
outstanding under the Credit:

          [Describe outstanding Accommodation and specify the Credit]

into the following Accommodation:

          If under Credit A:
                   Prime Rate Loan                  -       $-

                   Bankers' Acceptance:
                           Principal Amount         -       $-
                           Term                     -       - days;


         If under the Swing Line Credit:

                   Prime Rate Loan                  -       $-

                   U.S. Base Rate Loan              -       $-

                   LIBOR Loan                       -       $-

                   Bankers' Acceptance:
                            Principal Amount        -       $-

<PAGE>

                                    -2-


                            Term                    -       - days;


                   Dated at - this - day of -, 2000.


                                        ROBIN HOOD MULTIFOODS INC.


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

<PAGE>

                                   SCHEDULE G

                                  PRICING GRID
                                (IN BASIS POINTS)

<TABLE>
<CAPTION>

--------------------------------------- ------------------------ ---------------------------- ------------------------
                                        LEVELS I, II, III &
          GRID RATING LEVEL                     IV                          LEVEL V                   LEVEL VI
--------------------------------------- ------------------------ ---------------------------- ------------------------
<S>                                     <C>                      <C>                          <C>
Facility Fee                                     15.00                      17.50                      25.00
--------------------------------------- ------------------------ ---------------------------- ------------------------
Stamping Fee                                     60.00                      70.00                     112.50
--------------------------------------- ------------------------ ---------------------------- ------------------------
Prime Rate Loans                                   0                          0                        12.50
--------------------------------------- ------------------------ ---------------------------- ------------------------
U.S. Base Rate Loans                               0                          0                        12.50
--------------------------------------- ------------------------ ---------------------------- ------------------------
LIBOR Loans                                      60.00                      70.00                     112.50
--------------------------------------- ------------------------ ---------------------------- ------------------------
Letters of Credit/Guarantee                      60.00                      70.00                     112.50
--------------------------------------- ------------------------ ---------------------------- ------------------------
</TABLE>

From the Term Date the above amounts applicable to Levels I, II, III and IV
shall be increased by 15 basis points, the above amounts applicable to Level V
shall be increased by 20 basis points, and the above amounts applicable to Level
VI shall be increased by 25 basis points.

<PAGE>

                                   SCHEDULE H

                                    GUARANTEE


          WHEREAS Robin Hood Multifoods Inc. (the "Debtor") has entered into an
Amended and Restated Credit Agreement dated as of November 17, 2000, among the
Debtor, the financial institutions named as Lenders on the execution pages
thereof or which have executed a Lender's Acknowledgement as lenders including
Canadian Imperial Bank of Commerce as the Swing Line Lender (the "Swing Line
Lender") (each a "Lender" and collectively the "Lenders") and Canadian Imperial
Bank of Commerce, as Agent for the Lenders in the manner and to the extent
described in Article 14 thereof (the "Agent"), such credit agreement as amended,
restated or revised from time to time is referred to as the "Credit Agreement";

          AND WHEREAS it is a condition precedent to the granting of
Accommodation under the Credit Agreement that the undersigned (the "Guarantor")
guarantee to the Agent, on behalf of the Lenders, the indebtedness and liability
of the Debtor to the Lenders under the Credit Agreement;

          NOW THEREFORE for valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Guarantor hereby agrees as follows:

          1.     All capitalized terms in this Guarantee that are defined in the
Credit Agreement unless otherwise defined in this Guarantee have the meaning
attributed to them in the Credit Agreement.

          2.     The Guarantor hereby unconditionally guarantees payment to the
Agent, on behalf of the Lenders including the Swing Line Lender, forthwith after
demand therefor by the Agent following any Event of Default, the indebtedness
and liability which the Debtor has incurred or is under or may incur or be under
to the Lenders including the Swing Line Lender pursuant to, in respect of or in
any manner related to the Credit Agreement, plus interest thereon at the rate or
rates provided in the Credit Agreement from the date of demand for payment
hereunder.

          3.     The Agent and the Lenders may grant extensions of time or other
indulgences, take and give up securities, accept compositions, grant releases
and discharges and otherwise deal with the Debtor and other parties and
securities as the Agent or the Lenders may see fit, and may apply all moneys
received from the Debtor or others, or from securities, upon such part of the
Debtor's liability to the Lenders under the Credit Agreement as the Agent or the
Lenders may think best, without prejudice to or in any way limiting or lessening
the obligation of the Guarantor under this Guarantee.

          4.     Neither the Agent nor the Lenders are bound to exhaust their
recourse against the Debtor or other parties or the securities they may hold
before being entitled to payment from the Guarantor under this Guarantee; and
the benefit of any statute affecting the liability of the Guarantor hereunder or
enforcement thereof is hereby waived to the extent permitted by law.

<PAGE>

                                    -2-


          5.     Any loss of or in respect of any securities received by the
Agent or the Lenders from the Debtor or any other person, whether occasioned
through the fault of the Agent or the Lenders or otherwise, shall not discharge
pro tanto or limit or lessen the liability of the Guarantor under this
Guarantee.

          6.     This shall be a continuing Guarantee and shall cover all
present and future liabilities of the Debtor to the Lenders incurred pursuant to
the Credit Agreement, and shall be binding as a continuing security on the
Guarantor.

          7.     Any change or changes in the name of the Debtor shall not
affect or in any way limit or lessen the liability of the Guarantor hereunder
and this Guarantee shall extend to the person, firm or corporation acquiring or
from time to time carrying on the business of the Debtor.

          8.     All moneys, advances, renewals and credits in fact borrowed or
obtained from the Lenders pursuant to the Credit Agreement shall be deemed to
form part of the liabilities hereby guaranteed notwithstanding any incapacity,
disability or lack or limitation of status or of power of the Debtor or of the
directors, officers or agents thereof or that the Debtor may not be a legal
entity, or any irregularity, defect or informality in the Debtor or obtaining of
such moneys, advances, renewals or credits.

          9.     The Guarantor shall assume the responsibility for being and
keeping itself informed of the financial condition of the Debtor and of all
other circumstances bearing upon the risk of non-payment of the liability under
this Guarantee.

          10.     In the event that the Agent or the Lenders receive from the
Guarantor a payment or payments in full or on account of the Guarantor's
liability hereunder, the Guarantor shall not be entitled to recover repayment
against the Debtor until all claims of the Lenders against the Debtor have been
paid in full; and in the case of liquidation, winding up or bankruptcy of the
Debtor (whether voluntary or compulsory) or in the event that the Debtor shall
make a bulk sale of any of the Debtor's assets within the bulk transfer
provisions of any applicable legislation or any composition with creditors or
scheme or arrangement, the Lenders shall have the right to rank for their full
claim and receive all dividends or other payments in respect thereof until such
claim has been paid in full and the Guarantor shall continue to be liable for
any balance which may be owing to the Lenders. If the Lenders value and/or
retain any securities, such valuation and/or retention shall not, as between the
Lenders and the Guarantor, be considered as a purchase of such securities, or as
payment or satisfaction or reduction of the Debtor's liabilities to the Lenders,
or any part thereof.

          11.     The Guarantor shall make payment to the Agent of the amount of
the liability of the Guarantor forthwith after demand therefor is made in
writing by the Agent following and during the continuance of an Event of Default
and such demand shall be conclusively deemed to have been effectually made by
delivering or mailing by prepaid registered mail an envelope containing that
addressed to the Guarantor in accordance with the terms of the Credit Agreement.
The liability of the Guarantor shall bear interest from the date of receipt of
such demand at the rate or rates then applicable to the liabilities of the
Debtor to the Lenders under the Credit Agreement.

<PAGE>

                                    -3-


          12.     The Guarantor shall pay all reasonable legal fees and all
other costs and expenses which may be incurred by the Agent or the Lenders in
the enforcement of this Guarantee.

          13.     Nothing herein contained or in any security now held or
hereafter acquired by the Agent or the Lenders, nor any act or omission of the
Agent or the Lenders with respect to any such security, shall in any way
prejudice or affect the rights, remedies or powers of the Agent or the Lenders
with respect to any other security at any time held by the Agent or the Lenders.

          14.     The Agent and the Lenders may, at their election, exercise any
right or remedy they respectively might have against the Debtor or any security
held by the Agent or the Lenders, including without limitation the right to
foreclose upon any such security by judicial or non-judicial sale, without
affecting or impairing in any way the liability of the Guarantor hereunder
except to the extent the indebtedness has been paid. The Guarantor waives any
defence arising out of the absence, impairment or loss of any right of
reimbursement or subrogation or other right or remedy of the Guarantor against
the Debtor or any such security, whether resulting from such election by the
Agent or the Lenders or otherwise, to the extent permitted by law.

          15.     Until all indebtedness of the Debtor to the Lenders has been
paid in full, the Guarantor shall have no right to subrogation and waives any
right to enforce any remedy which the Agent or the Lenders now have or may
hereafter have against the Debtor, and waives any benefit of any right to
participate in the security now or hereafter held by the Agent or the Lenders.
The Guarantor waives all presentments, demands for performance, notices of
non-performance, protests, notices of protest, notices of dishonour, and notices
of acceptance of this Guarantee and of the existence, creation or incurring of
new or additional indebtedness.

          16.     The Guarantor shall make each payment in the currency in which
the Debtor is obliged to make payment to the Lenders (the "Original Currency").
If the Guarantor makes payment in a currency other than the Original Currency
(the "Other Currency"), such payment shall constitute a discharge of the
liability of the Guarantor hereunder only to the extent of the amount of the
Original Currency which the Lender is able to purchase at Toronto, Ontario with
the Other Currency on the date of receipt in accordance with its normal
practice. If the amount of the Original Currency which the Lender is able to
purchase is less than the amount of such currency originally due to it, the
Guarantor shall indemnify and save the Lender harmless from and against any loss
as a result of such deficiency. This indemnity shall constitute an obligation
separate and independent from the other obligations contained in this Guarantee
and shall continue in full force and effect notwithstanding any judgment or
order in respect of any amount due hereunder.

          17.     This instrument is in addition and without prejudice to any
securities of any kind now or hereafter held by the Agent or the Lenders.

          18.     The Guarantor represents and warrants to the Agent, on behalf
of the Lenders, as follows:

          (a)     ORGANIZATION AND EXISTENCE: The Guarantor is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware. In all respects material to the Guarantor and its
Subsidiaries, taken as a whole, the Guarantor has all requisite

<PAGE>

                                    -4-


power and authority, corporate and otherwise, to own, operate and lease its
properties and to carry on its business as now being conducted. The Guarantor is
qualified to do business and is in good standing as a foreign corporation in
each jurisdiction where the character of its properties owned or leased or the
nature of the activities conducted by the Guarantor makes such qualification
necessary, except where failure so to qualify would not have a material adverse
effect on the business, assets, condition or prospects, financial or otherwise,
of the Guarantor and its Subsidiaries, taken as a whole.

          (b)     POWER AND AUTHORITY:

          (i)     The Guarantor has all power and authority necessary to
          execute, deliver and carry out the terms and provisions of the
          Guarantee. All action on the part of the Guarantor which is required
          for the execution, delivery and performance of the Guarantee has been
          duly and effectively taken.

          (ii)    The Guarantee constitutes a valid and binding obligation of
          the Guarantor enforceable in accordance with its terms, in each case
          as enforceability may be subject to bankruptcy, reorganization,
          insolvency, moratorium or other similar laws and court decisions
          relating to or affecting the enforcement of creditors' rights
          generally and as enforceability may be subject to limitations imposed
          by law upon the availability of specific enforcement, injunctive
          relief or other equitable remedies. The execution, delivery and
          performance of the Guarantee will not violate the terms and
          conditions or any other material agreement, instrument, mortgage or
          similar document to which the Guarantor is a party.

          (c)     FINANCIAL POSITION: The Guarantor has delivered to the Lenders
the consolidated balance sheet of the Guarantor and its Subsidiaries as of
February 29, 2000, accompanied by related consolidated statements of operations,
cash flows and shareholders' equity, for the fiscal year ended on such date and
the related report of the Guarantor's auditors. Such financial statements, with
the notes thereto, present fairly the consolidated financial position of the
Guarantor and its Subsidiaries and the results of their operations and cash
flows as of the date and for the period indicated, and were prepared in
accordance with U.S. GAAP. Since February 29, 2000 to the date of this
Guarantee, there has not occurred any material adverse change in or a material
adverse effect upon the business, assets or condition, financial or otherwise,
of the Guarantor and its Subsidiaries taken as a whole (a "Material Adverse
Effect"), (except as described in the Form10-K filed by the Guarantor with the
Securities and Exchange Commission (the "SEC") for the fiscal year ending on
such date or in any Form 10-Q or 8-K filed by the Guarantor with the SEC after
such date and prior to the date of this Guarantee).

          (d)     LITIGATION: Except as disclosed in the notes to the
Guarantor's financial statements referred to in Subsection 18(c) hereof, or as
described in the Form 10-K filed by the Guarantor with the SEC for the fiscal
year ended February 29, 2000 or in any 10-Q or 8-K filed by the Guarantor with
the SEC since February 29, 2000 to the date of this Guarantee, no litigation,
investigation or proceeding of or before any arbitrator or governmental
authority is pending or, to the knowledge of the Guarantor, threatened by or
against the Guarantor or any of its Subsidiaries or against any of its or their
respective properties or revenues which would reasonably be expected to have a
Material Adverse Effect.

<PAGE>

                                    -5-


          (e)     NO VIOLATION OF LAW OR INSTRUMENT: The execution, delivery and
performance of the Guarantee does not require any action or consent of, or any
registration with, any governmental authority, or of any other party under any
material contract or agreement to which the Guarantor or any of its Subsidiaries
is a party, or under any order or decree to which the Guarantor or any of its
Subsidiaries is a party or to which any of their properties or assets are
subject, or conflict with, or entitle any party, with the giving of notice or
lapse of time or otherwise, to terminate or declare a default under, any such
contract, agreement, order or decree.

          19.     So long as this Guarantee is in force and except as otherwise
permitted by the prior written consent of the Required Lenders, the Guarantor
covenants and agrees with the Agent on behalf of the Lenders that:

         (a)      the ratio of Guarantor's Total Indebtedness to Guarantor's
                  Total Capitalization at any time will not be greater than
                  .60 to 1.0; and

         (b)      as of the last day of any fiscal quarter of the Guarantor, the
                  Guarantor's Fixed Charge Coverage for the period of four
                  consecutive fiscal quarters ending on such last day will not
                  be less than 1.5.

          20.     There are no representations, collateral agreements or
conditions with respect to this instrument or affecting the Guarantor's
liability hereunder other than as contained herein.

          21.     All amounts payable by the Guarantor hereunder shall be made
without setoff or counterclaim and without deduction for or on account of any
present or future taxes of any nature, unless the Guarantor is prohibited by law
from doing so, in which case the Guarantor shall pay to the Agent on behalf of
the Lenders such additional amount as is necessary to ensure that the Lenders
receive the full amount they would have received if no deduction or withholding
had been made.

          22.     This Guarantee shall be construed in accordance with the laws
of the Province of Ontario, Canada and the Guarantor agrees that any legal suit,
action or proceeding arising out of or relating to this Guarantee may be
instituted in the courts of such jurisdiction and the Guarantor hereby accepts
and irrevocably submits to the jurisdiction of such courts and acknowledges
their competence and agrees to be bound by any judgment thereof, provided that
nothing herein shall limit the Agent's or the Lenders' rights to bring
proceedings against the Guarantor elsewhere.

          23.     This Guarantee shall extend and enure to the benefit of the
successors and assigns of the Agent and the Lenders and shall be binding upon
the Guarantor and its successors and assigns.

<PAGE>

                                    -6-


          EXECUTED at Minneapolis, Minnesota this 17th day of November, 2000.

                                        INTERNATIONAL MULTIFOODS CORPORATION


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

<PAGE>

                                   SCHEDULE I

                   FORM OF GUARANTOR'S COMPLIANCE CERTIFICATE


TO:       Canadian Imperial Bank of Commerce, as Agent, and
          the Lenders which are party to the Credit Agreement referred to below



          Reference is made to the Credit Agreement dated as of November 17,
2000 (as amended or otherwise modified from time to time, the "Credit
Agreement") among Robin Hood Multifoods Inc., various financial institutions and
Canadian Imperial Bank of Commerce, as Agent. Terms used but not otherwise
defined herein are used herein as defined in the Credit Agreement.

I.        REPORTS. Pursuant to Section 11.1(i) of the Credit Agreement,
          enclosed herewith [are copies of (i) the Annual Report of the
          Guarantor containing the consolidated balance sheet of the Guarantor
          and its Subsidiaries as at the close of the fiscal year of the
          Guarantor ended and consolidated statements of operations, cash flows
          and shareholders ___________________________ equity of the Guarantor
          and its Subsidiaries for such year, certified by the Guarantor's
          independent public accountants, and (ii) the Guarantor's most recent
          Form 10-K filed with the SEC.] [is a copy of the Guarantor's most
          recent [FORM 10-Q] [8-K] filed with the SEC.]

II.       FINANCIAL TESTS.  The Guarantor hereby certifies and warrants to you
          that the following is a true and correct computation as
          _______________ at of the following ratios and/or financial
          restrictions contained in the Guarantee.

          A. Subsection  19(a) Guarantor's Total Indebtedness to Guarantor's
             Total Capitalization

          Long-term Debt (net of current portion)        $
          Current portion of long-term debt              $
          Notes payable                                  $


          Guarantor's Total Indebtedness

          Guarantor's Common Stockholders'
              Equity                                     $
          Preferred stock                                $
          Other(1)                                       $
                                                         ------

--------------------------
(1)   "Other" equals the lesser of (i) the outstanding amount of any guaranty of
an obligation given by the Guarantor or any Subsidiary of the Guarantor to a
lender to a trust holding assets of any employee benefit plan of the Guarantor
or any Subsidiary of the Guarantor for the purpose of allowing such trust to
borrow monies, which amount has been reflected on the consolidated balance sheet
of the Guarantor as a reduction of common stockholders' equity, or (ii)
two-thirds of the value of any stock owned by such trust securing such
obligation of the trust.

<PAGE>

                                    -2-


          Guarantor's Net Worth                          $

          Plus:    Non-recurring write-offs of           $
                   goodwill and other intangibles since  ______
                   August 26, 2000

          Guarantor's Total Capitalization               $

          Guarantor's Total Indebtedness to               ______%
            Guarantor's Total Capitalization


          Maximum permitted ratio                         60.0%

<PAGE>

                                    -3-


          B.  SUBSECTION 19(b) MAINTENANCE OF GUARANTOR'S FIXED CHARGE COVERAGE



                             (FQE)       (FQE)      (FQE)      (FQE)    TOTAL



1.  Consolidated net         $           $          $          $        $
interest expense (reduced     ____        ____       ____       ____     ____
by capitalized interest
and interest income)


2.  Minimum rentals for      $           $          $           $       $
operating leases of the       ____        ____       ____       ____     ____
Guarantor and its
consolidated Subsidiaries


3.  Guarantor's Earnings     $           $          $           $       $
from Before Income Tax        ____        ____       ____       ____     ____
(exclusive of unusual or
non-recurring non-cash
items)


4.  Item 1 plus Item                                                    $
2 plus Item 3                                                            ____


5.  Item 1 plus Item 2                                                  $
                                                                         ____

<PAGE>

                                    -4-



6.  Ratio of Item 4                                                      ____ to
to Item 5                                                                1.00


7.  Required Fixed                                                       1.50 to
Charge Coverage                                                          1.00






III.      DEFAULTS.  The Guarantor hereby further certifies and warrants to you
that no Event of Default (as defined in the Multifoods Credit Agreement) or
Unmatured Event of Default (as defined in the Multifoods Credit Agreement) has
occurred and is continuing.

          IN WITNESS WHEREOF, the Guarantor has caused this Certificate to be
executed and delivered by its duly authorized officer this _______ day of
____________, 20__.

                      INTERNATIONAL MULTIFOODS CORPORATION

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

<PAGE>

                                   SCHEDULE J

                    LEGAL OPINION IN RESPECT OF THE BORROWER

                                                               November 17, 2000


Canadian Imperial Bank of Commerce,
As Agent for the Lenders under the Credit
Agreement referred to below
161 Bay Street,
BCE Place, 8th Floor
Toronto, Ontario, M5J 2S8


Ladies and Gentlemen:

    RE:   AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF
          NOVEMBER 17, 2000 AMONG ROBIN HOOD MULTIFOODS INC.,
          CANADIAN IMPERIAL BANK OF COMMERCE, AS AGENT,
          AND THE PARTIES NAMED FROM TIME TO TIME AS
          LENDERS THERETO (THE "CREDIT AGREEMENT")

          We have acted as counsel in Ontario to Robin Hood Multifoods Inc. (the
"Borrower") in connection with the execution and delivery by the Borrower of the
Credit Agreement and as special counsel in Ontario to International Multifoods
Corporation (the "Guarantor") in connection with the execution and delivery of
the guarantee dated November 17, 2000, made by the Guarantor in favour of the
Agent on behalf of the Lenders under the Credit Agreement (the "Guarantee").

          For the purposes of the opinions hereinafter expressed, we have
examined and relied on certified copies of resolutions of the board of directors
of the Borrower and such other corporate records of the Borrower and such other
material as we have deemed necessary as a basis for the opinions expressed
herein, including, without limitation, a certificate of compliance dated
November 17, 2000 and issued by Consumer and Corporate Affairs Canada with
respect to the Borrower. We have also examined originally executed copies of the
Credit Agreement and the Guarantee and we have considered such questions of law
as we have deemed relevant and necessary as a basis for the opinions hereinafter
expressed.

          As to various questions of fact material to this opinion, we have
relied solely upon the certificate, a copy of which is attached hereto, of an
officer of the Borrower.

          Our opinion relates solely to the laws of Ontario and the federal laws
of Canada applicable therein and we have made no investigation of the laws of
any other jurisdiction.

<PAGE>

                                    -2-


          Based upon and subject to the foregoing and the assumptions and
qualifications set out at the end of this opinion, we are of the opinion that:

      (1) The Borrower is incorporated and validly subsisting under the laws
          of Ontario and has full corporate capacity and authority to execute,
          deliver and perform its obligations under the Credit Agreement.

      (2) The Borrower has taken all necessary corporate action and
          proceedings to duly authorize the execution, delivery and performance
          of the Credit Agreement.

      (3) The Credit Agreement has been duly executed and delivered by the
          Borrower and constitutes a legal, valid and binding obligation of the
          Borrower, enforceable against the Borrower in accordance with its
          terms.

      (4) The Guarantee constitutes a legal, valid and binding obligation of
          the Guarantor, enforceable against the Guarantor in accordance with
          its terms.

      (5) No consent, license, approval, authorization or exemption of any
          governmental body or regulatory authority or any filing is required
          for or in connection with the execution and delivery by the Borrower
          of the Credit Agreement.

          This opinion is subject to the following assumptions and
          qualifications:

      (1) we have assumed the genuineness of all signatures (whether on
          originals or copies of documents), the authenticity of all documents
          submitted to us as originals, the conformity to original documents of
          all documents submitted to us as notarial, certified, conformed,
          photostatic or telecopied copies thereof and the authenticity of the
          originals of such documents;

      (2) we have assumed that the Credit Agreement is a legal, valid and
          binding obligation of, and is enforceable in accordance with its terms
          against, each of the parties thereto, other than the Borrower;

      (3) we have assumed that the Guarantor is a subsisting corporation
          under the laws of its jurisdiction of incorporation, that the
          Guarantor has all requisite power, authority and capacity to execute
          and deliver the Guarantee and perform its obligations thereunder, that
          the Guarantor has taken all necessary corporate action to authorize
          the execution and delivery of the Guarantee and the performance of its
          obligations thereunder and has duly executed and delivered the
          Guarantee;

      (4) the enforceability of the Credit Agreement and the Guarantee and
          the rights and remedies set out therein or any judgement arising out
          of or in connection therewith may be limited by any applicable
          bankruptcy, insolvency, winding-up, reorganization, arrangement,
          moratorium or other laws affecting creditors' rights generally;

      (5) the enforceability of the Credit Agreement and the Guarantee and
          the rights and remedies set out therein may be limited by general
          principles of equity and the

<PAGE>

                                    -3-


          obligation to act in a reasonable manner, and no opinion is given as
          to any specific remedy that may be granted, imposed or rendered
          (including equitable remedies such as those of specific performance
          and injunction;

      (6) a court may not treat as conclusive those certificates and
          determinations which the Credit Agreement states are to be so treated;

      (7) the ability to recover or claim for certain costs or expenses may
          be subject to judicial discretion;

      (8) no opinion is given as to the enforceability of Section 15.13 of
          the Credit Agreement;

      (9) the effectiveness of provisions which purport to relieve a person
          from a liability or duty otherwise owed, may be limited by law, and
          provisions requiring indemnification or reimbursement may not be
          enforced by a court, to the extent that they relate to the failure of
          such person to have performed such duty or liability; and

     (10) no opinion is expressed as to the enforceability of any
          provisions in the Credit Agreement which suggest that modifications,
          amendments or waivers of or with respect to the Credit Agreement that
          are not in writing will not be effective.

                                    * * * * *

          This opinion is rendered solely for the benefit of Canadian Imperial
Bank of Commerce as Agent for the Lenders under the Credit Agreement, and for
the benefit of the Lenders and their permitted successors and assigns, in
connection with the Credit Agreement and the Guarantee and may not be relied
upon by any other person or used for the benefit of any other purpose without
our prior written consent.

                                        Yours very truly,


<PAGE>

                                   SCHEDULE K

                    LEGAL OPINION IN RESPECT OF THE GUARANTEE

                                                                          [Date]


Canadian Imperial Bank of Commerce,
As Agent for the Lenders under the Credit
Agreement referred to below
161 Bay Street
BCE Place, 8th Floor
Toronto, Ontario, M5J 2S8


Ladies and Gentlemen:

     RE:  AMENDED AND RESTATED CREDIT AGREEMENT AMONG ROBIN HOOD
          MULTIFOODS INC., CANADIAN IMPERIAL BANK OF COMMERCE,
          AS AGENT, AND THE PARTIES NAMED AS LENDERS THERETO

          I am Vice President, General Counsel and Secretary of International
Multifoods Corporation, a Delaware corporation, United States of America (the
"Guarantor") and have acted for the Guarantor in connection with the Guarantor's
execution of that certain Guarantee dated as of November 17, 2000 (the
"Guarantee") in favour of Canadian Imperial Bank of Commerce (the "Bank") as
Agent for the Lenders under the Credit Agreement dated as of November 17, 2000
among Robin Hood Multifoods Inc. ("Robin Hood"), Canadian Imperial Bank of
Commerce as Agent for the Lenders and the Lenders named as Lenders on the
execution pages thereof or which may execute a Lender's Acknowledgement (the
"Credit Agreement") under which the Guarantor has guaranteed the payment
obligations of Robin Hood, a corporation continued under the laws of Ontario, as
and to the extent provided in the Guarantee.

          I have examined the Guarantee, such documents and records of the
Guarantor and such other matters of fact and law that I deem necessary or
appropriate to render this opinion. In such examination, I have assumed the
authenticity of all documents submitted to me as originals, the genuineness of
all signatures and the conformity to the originals of all documents submitted to
me as copies. In rendering this opinion, I do not express any opinion concerning
any matter respecting or affected by any laws other than the laws now in effect
of the State of Minnesota, the federal laws of the United States of America and
the provisions now in effect of the Delaware General Corporation Law.

          Based upon the foregoing and subject to the qualifications set out at
the end of this opinion, it is my opinion that:

<PAGE>

                                    -2-


      (1) The Guarantor is a corporation duly organized, validly existing
          and in good standing under the laws of the State of Delaware and has
          the corporate power to execute and deliver the Guarantee and perform
          its obligations thereunder.

      (2) The execution and delivery of the Guarantee by the Guarantor and
          the performance by the Guarantor of its obligations thereunder have
          been duly authorized by all necessary action and proceedings on the
          part of the Guarantor.

      (3) The Guarantee has been duly executed and delivered by the
          Guarantor.

      (4) Neither the execution of the Guarantee by the Guarantor nor the
          performance of the Guarantee contravenes any provision of the
          Guarantor's Restated Certificate of Incorporation, as amended, or
          Bylaws or any contractual agreement known to me which is binding on or
          applicable to the performance of the Guarantor's obligations under the
          Guarantee.

      (5) In the event that the Guarantee were sought to be enforced against
          the Guarantor in the State of Minnesota, the courts of competent
          jurisdiction in Minnesota, subject to public policy, would give effect
          to the choice of Ontario as the law governing the Guarantee. I am not
          aware of any reason as to why the recognition and application of
          Ontario law would be contrary to public policy in Minnesota.

          Minnesota Statutes, Section 290.371, Subdivision 4, provides that any
corporation required to file a Notice of Business Activities Report does not
have a cause of action upon which it may bring suit under Minnesota law unless
the corporation has filed a Notice of Business Activities Report and provides
that the use of the courts of the State of Minnesota for all contracts executed
and all causes of action that arose before the end of any period for which a
corporation failed to file a required report may be precluded or delayed.
Insofar as my opinion may relate to the valid, binding and enforceable character
of any agreement under Minnesota law or in a Minnesota court, I have assumed
that any party seeking to enforce such agreement has at all times been, and will
continue at all times to be, exempt from the requirement of filing a Notice of
Business Activities Report or, if not exempt, has duly filed, and will continue
to duly file, all Notice of Business Activities Reports.

          This opinion is rendered solely for the benefit of the Bank as Agent
for the Lenders under the Credit Agreement and for the benefit of the Lenders
and their permitted successors and assignees in connection with the Guarantee
and may not be relied upon by any other person or used for any other purpose
without my prior written consent.

                                   Yours very truly,



                                   Vice President, General Counsel and Secretary