<PAGE>
                                                                     EXHIBIT 4.5


         FOURTH AMENDMENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO U.S. SECURITY
         AGREEMENT; AND ACKNOWLEDGMENTS AND AGREEMENTS WITH RESPECT TO U.S.
         SUBSIDIARIES GUARANTY AND U.S. SECURITY DOCUMENTS


                  FOURTH AMENDMENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO U.S.
SECURITY AGREEMENT; AND ACKNOWLEDGMENTS AND AGREEMENTS WITH RESPECT TO U.S.
SUBSIDIARIES GUARANTY AND U.S. SECURITY DOCUMENTS (collectively, this
"Amendment"), dated as of December 14, 2001, among QUALITY DISTRIBUTION, INC.
(f/k/a MTL, Inc.), a Florida corporation (the "U.S. Borrower"), LEVY TRANSPORT
LTD./LEVY TRANSPORT LTEE, a Quebec company and a Wholly-Owned Subsidiary of the
U.S. Borrower (the "Canadian Borrower"), the various Subsidiaries of the U.S.
Borrower party to the U.S. Subsidiaries Guaranty, the U.S. Security Agreement
and the U.S. Pledge Agreement referred to below (collectively, the "U.S.
Subsidiary Guarantors"), various Banks party to the Credit Agreement referred to
below and CREDIT SUISSE FIRST BOSTON, as Administrative Agent (in such capacity,
the "Administrative Agent") under the Credit Agreement and as Collateral Agent
(in such capacity, the "Collateral Agent") under the U.S. Security Agreement.
All capitalized terms used herein and not otherwise defined herein shall have
the respective meanings provided such terms in the Credit Agreement referred to
below.

                              W I T N E S S E T H:

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

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

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

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

                  WHEREAS, subject to the terms and conditions of this
Amendment, the parties hereto wish to amend or otherwise modify certain
provisions of the Credit Agreement and the U.S. Security Agreement, and the U.S.



<PAGE>

Credit Parties wish to enter into certain agreements with respect to the U.S.
Subsidiaries Guaranty and the U.S. Security Documents, in each case as herein
provided;

                  NOW, THEREFORE, it is agreed:

I.       AMENDMENTS AND CONSENT TO CREDIT AGREEMENT.

                  1. Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new clause (g) at the end of said Section:

                  "(g) Subject to and upon the terms and conditions set forth
         herein, each Bank with a Tranche D Term Loan Commitment severally
         agrees to make, on the Fourth Amendment Effective Date, a term loan or
         term loans (each, a "Tranche D Term Loan" and, collectively, the
         "Tranche D Term Loans") to the U.S. Borrower, which Tranche D Term
         Loans:

                           (i) shall be denominated in U.S. Dollars;

                           (ii) except as hereafter provided, shall, at the
                  option of the U.S. Borrower, be incurred and maintained as,
                  and/or converted into, Base Rate Loans or Eurodollar Loans,
                  PROVIDED that except as otherwise specifically provided in
                  Section 1.10(b), all Tranche D Term Loans made as part of the
                  same Borrowing shall at all times consist of Tranche D Term
                  Loans of the same Type; and

                           (iii) shall not exceed for any Bank, in that initial
                  principal amount, that amount which equals the Tranche D Term
                  Loan Commitment of such Bank as in effect on the Fourth
                  Amendment Effective Date (before giving effect to the
                  termination thereof on such date pursuant to Section 3.03(i)).

                  Once repaid, Tranche D Term Loans incurred hereunder may not
                  be reborrowed.".

                  2. Notwithstanding anything to the contrary contained in the
Credit Agreement, the Borrowers and the Banks hereby agree that on and after the
Fourth Amendment Effective Date (as defined below) and to but excluding the
Original Financial Covenants Compliance Date (as defined below), (i) no Credit
Event constituting the making of a Loan (other than a Revolving Loan made
pursuant to a Mandatory Borrowing) or the issuance of a Letter of Credit shall
be permitted to occur if the occurrence of the same (after giving effect to the
application of the proceeds therefrom) would cause the Total Revolving Credit
Exposure (as defined below) to exceed $70,397,408.17(1). As used herein, (A) the
term "Total Revolving Credit Exposure" shall mean, at any time, the sum of (i)
the aggregate principal amount of all Revolving Loans then outstanding (for this
purpose, (x) at all times prior to the occurrence of any Sharing Event and
automatic conversion of all Canadian Dollar Revolving Loans to Dollar Revolving



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

(1)   Amount equals the sum of $15.0 million PLUS the Total Revolving Credit
      Exposure on the Fourth Amendment Effective Date.

                                       2
<PAGE>


Loans pursuant to Section 1.15, using the Dollar Equivalent (determined on the
same basis as provided for Section 1.01 of the Credit Agreement in the
definition thereof and subject to the second proviso appearing in said
definition) of the principal amount or Face Amount, as the case may be, of all
Canadian Dollar Revolving Loans then outstanding and (y) at all times after the
occurrence of any Sharing Event, giving effect to the conversions required by
Section 1.15 and to all participations purchased by such Bank pursuant to
Section 1.15) PLUS (ii) the aggregate amount of all Letter of Credit
Outstandings at such time PLUS (iii) the aggregate principal amount of all
Swingline Loans then outstanding and (B) the term "Original Financial Covenants
Compliance Date" shall mean the date of the first delivery by the U.S. Borrower
of a compliance certificate pursuant to (and in accordance with the requirements
of) Section 8.01(d) in respect of any fiscal quarter or fiscal year of the U.S.
Borrower ending on or after the fiscal year of the U.S. Borrower ended December
31, 2002, demonstrating, INTER ALIA, compliance with the financial covenant
contained in Section 9.17 (in the case of a compliance certificate delivered for
the fiscal year ended December 31, 2002) or the financial covenants contained in
Sections 9.09 and 9.10 (in the case of a compliance certificate delivered for a
fiscal quarter or fiscal year ended after December 31, 2002), in any such case
as at the end of the relevant fiscal quarter or fiscal year, as the case may be.
The parties hereto understand and agree that this Section 2 shall supersede and
replace in all respects Section 1 of the Consent and Waiver to the Credit
Agreement, dated as of October 26, 2001.

                  3. Section 1.03(a) of the Credit Agreement is hereby amended
by inserting the text "Tranche D Term Loans," immediately following the text
"Tranche C Term Loans," appearing in clause (iii) of the second sentence in said
Section.

                  4. Section 1.05(a) of the Credit Agreement is hereby amended
by (i) deleting the term "Section 1.05(i)" appearing in said Section and
inserting the term "Section 1.05(j)" in lieu thereof, (ii) deleting the word
"and" appearing at the end of clause (v) of said Section and inserting a comma
in lieu thereof and (iii) inserting the following new clause (vii) at the end of
said Section:

         "and (vii) if Tranche D Term Loans, by a promissory note substantially
         in the form of Exhibit B-7 with blanks appropriately completed in
         conformity herewith (each, a "Tranche D Term Note" and, collectively,
         the "Tranche D Term Notes")".

                  5. Section 1.05 of the Credit Agreement is hereby further
amended by (i) redesignating clauses (h) and (i) thereof as clauses (i) and (j),
respectively, (ii) deleting the text "clause (f)" appearing in the third
sentence of clause (j) of said Section (as redesignated pursuant to preceding
clause (i)) and inserting the text "clause (i)" in lieu thereof and (iii)
inserting the following new clause (h) immediately following clause (g) of said
Section:

                  "(h) The Tranche D Term Note issued to each Bank with a
         Tranche D Term Loan Commitment and/or outstanding Tranche D Term Loans
         shall (i) be executed by the U.S. Borrower, (ii) be payable to such
         Bank or its registered assigns and be dated the Fourth Amendment
         Effective Date (or, in the case of any Tranche D Term Note issued after
         the Fourth Amendment Effective Date, the date of issuance thereof),
         (iii) be in a stated principal amount equal to the Tranche D Term Loan
         Commitment of such Bank on the Fourth Amendment Effective Date (or, in
         the case of any Tranche D Term Note issued after the Fourth Amendment
         Effective Date, in a stated principal amount equal to the outstanding
         principal amount of the Tranche D Term Loan of such Bank on the date of
         the issuance thereof) and be payable in the principal amount of Tranche
         D Term Loans evidenced thereby from time to time, (iv) mature on the



                                       3
<PAGE>

         Tranche D Term Loan Maturity Date, (v) bear interest as provided in the
         appropriate clause of Section 1.08 in respect of the Base Rate Loans
         and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be
         subject to voluntary repayment as provided in Section 4.01 and
         mandatory repayment as provided in Section 4.02 and (vii) be entitled
         to the benefits of this Agreement and the other Credit Documents.".

                  6. Section 1.07 of the Credit Agreement is hereby amended by
deleting the first sentence of said Section in its entirety and inserting the
following sentence in lieu thereof:

         "All Borrowings of Tranche A Term Loans, Tranche B Term Loans, Tranche
         C Term Loans and Tranche D Term Loans shall be incurred by the U.S.
         Borrower from the Banks PRO RATA on the basis of such Banks' Tranche A
         Term Loan Borrowing Amount, Tranche B Term Loan Commitments, Tranche C
         Term Loan Commitments or Tranche D Term Loan Commitments, as the case
         may be.".

                  7. Section 1.13 of the Credit Agreement is hereby amended by
inserting the text "(other than a Post-Put Tranche D Bank)" (i) after the text
"any Bank" in each place such text appears in the first sentence of said Section
and (ii) after the text "a Bank" appearing in the first sentence of said
Section.

                  8. Section 3.02(b) of the Credit Agreement is hereby amended
by inserting the text "(other than a Post-Put Tranche D Bank)" after the text "a
Bank" appearing in said Section.

                  9. Section 3.03 of the Credit Agreement is hereby amended by
(x) deleting clause (g) of said Section in its entirety and inserting the
following new clause (g) in lieu thereof:

                  "(g) Each reduction to the Total New Tranche A Term Loan
         Commitment, the Total Tranche B Term Loan Commitment, the Total Tranche
         C Term Loan Commitment and the Total Tranche D Term Loan Commitment
         pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be
         applied proportionately to reduce the New Tranche A Term Loan
         Commitment, the Tranche B Term Loan Commitment, the Tranche C Term Loan
         Commitment or the Tranche D Term Loan Commitment, as the case may be,
         of each Bank with such a Commitment.",

and (y) inserting the following new clause (i) at the end of said Section:

                  "(i) In addition to any other mandatory commitment reductions
         pursuant to this Section 3.03, the Total Tranche D Term Loan Commitment
         (and the Tranche D Term Loan Commitment of each Bank) shall terminate




                                       4
<PAGE>

         in its entirety on the Fourth Amendment Effective Date (after giving
         effect to the making of the Tranche D Term Loans on such date).".

                  10. Section 4.01 of the Credit Agreement is hereby amended by
(i) deleting the text "and/or Tranche C Term Loans" appearing in the first
sentence of said Section and inserting the text ", Tranche C Term Loans and/or
Tranche D Term Loans" in lieu thereof, (ii) inserting the text "Tranche D Term
Loans," immediately after the text "Tranche C Term Loans," appearing in clause
(i) of said Section, (iii) deleting the text "and" appearing prior to the text
"(II)" in clause (i) of said Section and inserting a comma in lieu thereof, (iv)
inserting the following text before the semi-colon appearing in clause (i) of
said Section:

         "and (III) in the case of any prepayment of Tranche D Term Loans, shall
         (x) set forth the Adjusted Senior Leverage Ratio (which shall be less
         than 2.00:1.00) as at the date of the delivery of such notice
         (calculated on a PRO FORMA Basis after giving effect to respective
         prepayment of such Tranche D Term Loans on such date), certified by the
         chief financial officer or other Authorized Officer of the U.S.
         Borrower, together with the calculations (in reasonable detail)
         necessary to establish such Adjusted Senior Leverage Ratio and (y)
         include a certification that, to the best of such officer's knowledge,
         no Default or Event of Default is then in existence or would exist
         immediately after giving effect to the respective prepayment of Tranche
         D Term Loans",

(v) inserting the text "(other than a Post-Put Tranche D Bank)" immediately
after the text "a Bank" appearing in clause (vii) of said Section, (vi) deleting
clause (viii) of said Section in its entirety and inserting the following new
clause (viii) in lieu thereof:

                  "(viii) subject to the proviso to this clause (viii), each
         prepayment of Term Loans pursuant to this Section 4.01 must consist
         solely of a prepayment of Tranche A Term Loans, Tranche B Term Loans
         and Tranche C Term Loans, with such prepayment to be applied to the
         Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term
         Loans on a PRO RATA basis (based upon the then outstanding principal
         amount of Tranche A Term Loans, Tranche B Term Loans or Tranche C Term
         Loans, as the case may be); PROVIDED that (A) the provisions of this
         clause (viii) shall not be applicable in connection with any prepayment
         of Term Loans pursuant to preceding clause (vii) and (B) nothing in
         this clause (viii) shall prohibit (or be deemed to prohibit) the
         prepayment of Tranche D Term Loans (without any concurrent prepayment
         of Term Loans of any other Tranche) in accordance with the last
         sentence of this Section 4.01",

and (vii) adding the following new paragraph at the end of said Section:

                  "Notwithstanding anything to the contrary contained above or
         elsewhere in this Agreement or otherwise, (i) the U.S. Borrower may at
         any time and from time to time prepay Tranche D Term Loans, in whole or
         in part, in an amount not to exceed the Excess Proceeds Amount as then
         in effect, so long as no Default or Event of Default exists at the time
         of such voluntary prepayment and immediately after giving effect
         thereto, (ii) the U.S. Borrower may prepay Tranche D Term Loans, in
         whole or in part, so long as (x) no Default or Event of Default exists
         at the time of such voluntary prepayment and immediately after giving



                                       5
<PAGE>

         effect thereto and (y) the chief financial officer or other Authorized
         Officer of the U.S. Borrower shall have delivered to the Banks on the
         date of such proposed prepayment an officer's certificate establishing
         compliance with an Adjusted Senior Leverage Ratio as at the date of the
         proposed prepayment (calculated on a PRO FORMA Basis after giving
         effect to respective prepayment of such Tranche D Term Loans) of less
         than 2.00:1.00 and containing the other certifications and calculations
         required to be included in the prepayment notice for Tranche D Term
         Loans pursuant to subclause (III) of clause (i) of the first sentence
         of this Section 4.01 and (iii) the U.S. Borrower may prepay Tranche D
         Term Loans, in whole or in part, at any time after the date on which
         the Total Commitment and all Letters of Credit have been terminated and
         all Loans (other than the Tranche D Term Loans), Notes (other than the
         Tranche D Term Notes) and Unpaid Drawings, together with all interest
         owing with respect thereto, have been indefeasably paid in full in
         cash.".

                  11. Section 4.02(e) of the Credit Agreement is hereby amended
by deleting clause (y) appearing in the second parenthetical in said Section in
its entirety and inserting the following new clause (y) in lieu thereof:

         "(y) so long as no Default or Event of Default is then in existence,
         any issuance of U.S. Borrower Common Stock or Qualified Preferred Stock
         to the extent the proceeds therefrom are used to repurchase and/or
         redeem Senior Subordinated Notes in accordance with the requirements of
         subclause (x) or (y) of the proviso appearing in Section 9.12(ii)".

                  12. Section 4.02(h) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
4.02(h) in lieu thereof:

                  "(h) Each amount required to be applied pursuant to Sections
         4.02(c), (d), (e), (f) and (g) in accordance with this Section 4.02(h)
         shall be applied (i) FIRST, to repay the outstanding principal amount
         of Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans,
         with each such amount required to be applied to repay outstanding
         Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as
         the case may be, to be applied PRO RATA to each such Tranche of Term
         Loans based upon the then remaining principal amounts of such Tranches
         of Term Loans (with each of the Tranche A Term Loans, Tranche B Term
         Loans or Tranche C Term Loans, as the case may be, to be allocated that
         percentage of the amount to be applied as is equal to a fraction
         (expressed as a percentage), the numerator of which is equal to the
         then outstanding principal amount of such Tranche A Term Loans, Tranche
         B Term Loans or Tranche C Term Loans, as the case may be, and the
         denominator of which is equal to the then aggregate principal amount of
         all outstanding Tranche A Term Loans, Tranche B Term Loans and Tranche



                                       6
<PAGE>

         C Term Loans), (ii) SECOND, to the extent in excess of the amounts
         required to be applied pursuant to the preceding clause (i), to reduce
         the Total Revolving Loan Commitment in the manner provided in Section
         3.03(f) (it being understood and agreed that (x) the amount of any
         reduction to the Total Revolving Loan Commitment as provided in
         immediately preceding clause (ii) shall be deemed to be an application
         of proceeds for purposes of this Section 4.02(h) even though cash is
         not actually applied and (y) any cash received by the U.S. Borrower or
         any of its Subsidiaries will be retained by such Person except to the
         extent that such cash is otherwise required to be applied as provided
         in Section 4.02(a) as a result of any reduction to the Total Revolving
         Loan Commitment or is otherwise required to be applied to the repayment
         of Tranche D Term Loans as provided in clause (iii) below) and (iii)
         THIRD, to the extent in excess of the amounts required to be applied
         pursuant to the preceding clauses (i) and (ii) (and only after the
         Total Commitment and all Letters of Credit have been terminated and all
         Loans (other than Tranche D Term Loans), Notes (other than Tranche D
         Term Notes) and Unpaid Drawings have been indefeasably paid in full in
         cash), to the Tranche D Term Loans then outstanding. All repayments of
         outstanding Tranche A Term Loans, Tranche B Term Loans and Tranche C
         Term Loans pursuant to Sections 4.02(c), (d), (e), (f) or (g) shall be
         applied to reduce the then remaining Scheduled Repayments of such
         Tranche of Term Loans on a PRO RATA basis (based upon the then
         remaining Scheduled Repayments of such Tranche after giving effect to
         all prior reductions thereto). For purposes of greater clarity, the
         parties hereto acknowledge and agree that any amount applied pursuant
         to Section 4.02(c), (d), (e) or (f) as a mandatory repayment in
         accordance with this Section 4.02(h) need not represent the actual
         proceeds received by the U.S. Borrower or any of its Subsidiaries in
         connection with the respective Asset Sale, debt incurrence, equity
         issuance or Recovery Event, as the case may be.".

                  13. Section 7.05 of the Credit Agreement is hereby amended by
inserting the following new clause (e) at the end of said Section:

                  "(e) The proceeds of all Tranche D Term Loans shall be
         utilized by the U.S. Borrower on the Fourth Amendment Effective Date
         solely to repay Tranche A Term Loans, Tranche B Term Loans and Tranche
         C Term Loans in an aggregate principal amount equal to $15,000,000
         pursuant to, and in accordance with the terms of, Section 4.01 of the
         Credit Agreement.".

                  14. Section 7.10 of the Credit Agreement is hereby amended by
inserting the following new clause (f) at the end of said Section:

                  "(f) The Updated Projections have been prepared on a basis
         consistent with the financial statements referred to in Section
         7.10(b), and have been prepared in good faith and are based on
         reasonable assumptions under the then known facts and circumstances. On
         the Fourth Amendment Effective Date, the management of the U.S.
         Borrower believes that the Updated Projections are reasonable and
         attainable based upon the then known facts and circumstances (it being
         understood that nothing contained in this Section 7.10(f) shall
         constitute a representation that the results forecasted in such Updated
         Projections will in fact be achieved). There is no fact known to either
         Borrower or any of its Subsidiaries which could reasonably be expected
         to have a Material Adverse Effect, which has not been disclosed herein
         or in such other documents, certificates and statements furnished to
         the Banks for use in connection with the transactions contemplated by
         the Fourth Amendment.".




                                       7
<PAGE>

                  15. Section 8.01(d) of the Credit Agreement is hereby amended
by deleting the text "9.09 and 9.10" in each place such text appears in said
Section and inserting the text "9.09, 9.10, 9.11, 9.16 and 9.17" in lieu
thereof.

                  16. Section 8 of the Credit Agreement is hereby amended by
inserting the following new Sections 8.18 and 8.19 at the end of said Section:

                  "8.18 MORTGAGE AMENDMENTS. Each U.S. Credit Party party to a
         Mortgage hereby agrees to deliver to the Collateral Agent, or cause to
         be delivered to the Collateral Agent, within 30 days following the
         Fourth Amendment Effective Date (x) fully executed counterparts of
         amendments (the "Mortgage Amendments"), in form and substance
         satisfactory to the Collateral Agent, to each Mortgage as may be
         specified by the Collateral Agent, together with evidence that
         counterparts of each of the Mortgage Amendments have been delivered to
         the title company insuring the Lien on the relevant Mortgage for
         recording in all places to the extent necessary or desirable, in the
         judgment of the Collateral Agent, effectively to maintain a valid and
         enforceable first priority mortgage lien on the relevant Mortgaged
         Properties in favor of the Collateral Agent for the benefit of the
         Secured Creditors and (y) either endorsements to the relevant existing
         Mortgage Policies or new Mortgage Policies assuring the Collateral
         Agent that each Mortgage so specified by the Collateral Agent, after
         giving effect to the respective Mortgage Amendment, is a valid and
         enforceable first priority mortgage lien on the respective Mortgaged
         Property, free and clear of all defects and encumbrances, except
         Permitted Encumbrances.

                  8.19 PAYMENT OF CONSULTANT'S FEES. The Borrowers shall pay (on
         a joint and several basis) all costs, fees and disbursements of Conway,
         Del Genio, Gries & Co., LLC ("CDG") in connection with its engagement
         and indemnify CDG for all losses, liabilities, expenses, claims and
         other obligations, in each case at such times, and in such amounts, as
         required by the terms of the Consultant's Engagement Letter.".

                  17. Notwithstanding anything to the contrary contained in
Sections 8.14, 9.02(h) and 9.05(j) of the Credit Agreement, at all times on and
after the Fourth Amendment Effective Date and prior to the Original Financial
Covenants Compliance Date (as defined in Section 2 hereof), neither the U.S.
Borrower nor any of its Subsidiaries shall be permitted to consummate any
Permitted Acquisition without the express written consent of the Required Banks.

                  18. Section 9.07 of the Credit Agreement is hereby amended by
(i) deleting the text "the Agent" appearing in clause (iii) of the first proviso
appearing in the first sentence of said Section and inserting the text "the
Administrative Agent" in lieu thereof, (ii) deleting the word "and" appearing at
the end of clause (x) of the first proviso appearing in the first sentence of
said Section, (iii) deleting the period at the end of clause (xi) of the first
proviso appearing in the first sentence of said Section and inserting the text
"; and" in lieu thereof and (iv) inserting the following new clause (xii) at the
end of the first sentence appearing in said Section:




                                       8
<PAGE>

                  "(xii) each Apollo Obligor may enter into and perform its
         respective obligations pursuant to the Put and Call Agreement and,
         following the purchase of any Tranche D Obligations by it pursuant to
         the Put and Call Agreement, such Apollo Obligor shall have all rights
         with respect thereto as are provided in this Agreement and the related
         Credit Documents; PROVIDED that no Apollo Obligor shall be entitled to
         receive any other, or additional, consideration (except as expressly
         provided in this Agreement with respect to any Tranche D Term Loans
         actually purchased by it) in connection with its entering into or
         performance of the Put and Call Agreement.".

                  19. The Banks hereby waive compliance by the U.S. Borrower
with Section 9.09 of the Credit Agreement for (and only for) the Test Periods
ending on the last day of the fiscal quarters of the U.S. Borrower ended
December 31, 2001, March 31, 2002, June 30, 2002, September 30, 2002 and
December 31, 2002.

                  20. The Banks hereby waive compliance by the U.S. Borrower
with Section 9.10 of the Credit Agreement for (and only for) the last day of the
fiscal quarters of the U.S. Borrower ended December 31, 2001, March 31, 2002,
June 30, 2002, September 30, 2002 and December 31, 2002.

                  21. Section 9.11(a) of the Credit Agreement is hereby amended
by deleting the amount "$30,000,000" appearing in the table in said Section
opposite the fiscal year ending December 31, 2002 and inserting the amount
"$18,000,000" in lieu thereof.

                  22. Section 9.12 of the Credit Agreement is hereby amended by
(i) redesignating subclause (x) of the proviso appearing in clause (ii) of said
Section as subclause (w), (ii) inserting the following new subclause (x)
immediately after the text "Permitted Subordinated Refinancing Indebtedness,"
appearing in subclause (w) of the proviso appearing in clause (ii) of said
Section (as redesignated pursuant to preceding clause (i)):

         "(x) Senior Subordinated Notes may from time to time be redeemed in
         accordance with the terms of the Senior Subordinated Notes Indenture
         and/or repurchased on the open-market, in either case with the proceeds
         of an issuance of U.S. Borrower Common Stock or Qualified Preferred
         Stock, so long as (I) the Administrative Agent has consented to any
         such redemption or repurchase in writing and (II) in the case of any
         repurchase of Senior Subordinated Notes, the aggregate amount of cash
         expended by the U.S. Borrower to effect such repurchases shall not
         exceed the principal amount of the Senior Subordinated Notes so
         repurchased,",

(iii) deleting the word "and" appearing at the end of clause (iii) thereof, (iv)
deleting the period at the end of clause (iv) appearing in said Section and
inserting the text "; and" in lieu thereof and (v) inserting the following new
clause (v) at the end of said Section:

                  "(v) directly or indirectly make (or give any notice in
         respect of) any voluntary or optional payment or prepayment on or
         redemption or acquisition for value of, or in respect of, any Tranche D
         Term Loans except as expressly permitted by the last sentence of
         Section 4.01.".




                                       9
<PAGE>

                  23. Section 9 of the Credit Agreement is hereby further
amended by inserting the following new Section 9.17 at the end of said Section:

                  "9.17 MINIMUM CONSOLIDATED EBITDA. The U.S. Borrower will not
         permit Consolidated EBITDA for any Test Period ending on the last day
         of any fiscal quarter of the U.S. Borrower specified below to be less
         than the amount set forth opposite such fiscal quarter below:

                  FISCAL QUARTER ENDED                    AMOUNT
                  --------------------                    ------
                  March 31, 2002                          $13,280,000
                  June 30, 2002                           $28,262,000
                  September 30, 2002                      $44,034,000
                  December 31, 2002                       $59,491,000".

                  24. Section 10 of the Credit Agreement is hereby amended by
(i) inserting the word "or" immediately after the text "shall have occurred;"
appearing in Section 10.10 of said Section and (ii) adding the following new
Section 10.11 immediately after Section 10.10 of said Section and before the
remedies provisions appearing immediately thereafter:

                  "10.11. PUT AND CALL AGREEMENT. The Put and Call Agreement or
         any provision thereof shall cease to be in full force or effect as to
         any Apollo Obligor or any Person acting by or on behalf of any Apollo
         Obligor shall deny or disaffirm such Apollo Obligor's obligations under
         the Put and Call Agreement;".

                  25. The definition of "Maximum Permitted Acquisition Leverage
Ratio" appearing in Section 11.01 of the Credit Agreement is hereby amended by
inserting the word "Total" immediately after the word "Adjusted" in each place
it appears in said Section.

                  26. The definition of "Applicable Margin" appearing in Section
11.01 of the Credit Agreement is hereby amended by (i) redesignating clause (vi)
appearing in the first sentence of said definition as clause (vii), (ii)
inserting the following new clause (vi) immediately following clause (v)
appearing in the first sentence of said definition:

         "(vi) in the case of Tranche D Term Loans maintained as (x) Base Rate
         Loans, 1.00% and Eurodollar Loans, 2.00%,"

, (iii) inserting the text "for the respective Tranche of Loans (other than
Tranche D Term Loans) or Commitment Fees" immediately following the text "a
different margin" appearing in the second sentence of said definition and (iv)
inserting the following sentence at the end of said definition:

         "It is understood and agreed that the new "Applicable Margins" included
         in the first sentence of this definition pursuant to the Third
         Amendment or the Fourth Amendment, as the case may be, shall be
         effective for all purposes of this Agreement on and after the Third
         Amendment Effective Date or the Fourth Amendment Effective Date, as the
         case may be, but not for periods prior to the Third Amendment Effective
         Date or the Fourth Amendment Effective Date, as the case may be.".



                                       10
<PAGE>

                  27. The definition of "Commitment" appearing in Section 11.01
of the Credit Agreement is hereby amended by inserting the text ", a Tranche D
Term Loan Commitment" immediately following the text "a Tranche C Term Loan
Commitment" appearing in said definition.

                  28. The definition of "Consolidated EBITDA" appearing in
Section 11.01 of the Credit Agreement is hereby amended by (i) inserting the
text "(I)" immediately prior to the text "to the extent" appearing in the last
sentence contained in said definition and (ii) inserting the text "and (II) for
purposes of any determination of compliance with Section 9.17, Consolidated
EBITDA shall be calculated in accordance with the requirements of the last
sentence appearing in the definition of Test Period contained herein"
immediately following the text "contained herein" appearing in the last sentence
contained in said definition.

                  29. The definition of "Consolidated Senior Debt" appearing in
Section 11.01 of the Credit Agreement is hereby amended by inserting the text ",
the aggregate principal amount of all Tranche D Term Loans then outstanding"
immediately after the text "Senior Subordinated Notes" appearing in said
definition.

                  30. The definition of "Credit Documents" appearing in Section
11.01 of the Credit Agreement is hereby amended by inserting the text "and, on
and after the execution and delivery thereof, but for purposes of Sections 13.01
only (including for purposes of the term "Documents" used therein), the Put and
Call Agreement" immediately following the text "Security Document" appearing in
said definition.

                  31. The definition of "Eligible Transferee" appearing in
Section 11.01 of the Credit Agreement is hereby amended by inserting the phrase
"and (for purposes of Tranche D Obligations only) any Apollo Obligor"
immediately after the text "(other than an individual)" appearing in said
definition.

                  32. The definition of "Final Maturity Date" appearing in
Section 11.01 of the Credit Agreement is hereby amended by (i) deleting the word
"or" appearing in said definition and inserting a comma in lieu thereof and (ii)
inserting the text "or the Tranche D Term Loan Maturity Date" immediately
following the text "the Tranche C Term Loan Maturity Date" appearing in said
definition.

                  33. The definition of "Loan" appearing in Section 11.01 of the
Credit Agreement is hereby amended by inserting the text "each Tranche D Term
Loan," immediately following the text "each Tranche C Term Loan," appearing in
said definition.

                  34. The definition of "Note" appearing in Section 11.01 of the
Credit Agreement is hereby amended by inserting the text "each Tranche D Term
Note," immediately following the text "each Tranche C Term Note," appearing in
said definition.

                  35. The definition of "Obligations" appearing in Section 11.01
of the Credit Agreement is hereby amended by inserting the phrase "(including,
without limitation, any interest accruing subsequent to the filing of a petition



                                       11
<PAGE>


of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)"
immediately after the phrase "all amounts" appearing in said definition.

                  36. The definition of "PRO FORMA Basis" appearing in Section
11.01 of the Credit Agreement is hereby amended by inserting the text "(other
than any such determination for purposes of Section 9.17)" immediately after the
text "Consolidated EBITDA" appearing in clause (iii) of the first sentence of
said definition.

                  37. The definition of "Required Banks" appearing in Section
11.01 of the Credit Agreement is hereby amended by inserting the following
sentence at the end of said definition:

                  "Notwithstanding anything to the contrary contained in this
         definition, it is understood and agreed that outstanding Tranche D Term
         Loans shall not be included in the foregoing calculations of Required
         Banks at any time after the date on which any Tranche D Term Loans have
         been assigned or otherwise transferred to any Apollo Obligor in
         accordance with the terms of the Put and Call Agreement, unless the
         Total Commitment and all Letters of Credit have been terminated and all
         Loans (other than the Tranche D Term Loans), Notes (other than the
         Tranche D Term Notes) and Unpaid Drawings, together with all interest
         owing with respect thereto, have been indefeasibly paid in full in
         cash.".

                  38. The definition of "Sub-Tranche" appearing in Section 11.01
of the Credit Agreement is hereby amended by (i) deleting the word "and"
appearing at the end of clause (iv) of said definition and (ii) including the
following text immediately after clause (v) appearing in said definition:

         "and (vi) the Tranche D Term Loans and the Commitments pursuant to
         which the Tranche D Term Loans are extended".

                  39. The definition of "Term Loans" appearing in Section 11.01
of the Credit Agreement is hereby amended by (i) deleting the word "and"
appearing after the text "Tranche B Term Loans" in said definition and inserting
a comma in lieu thereof and (ii) inserting the text "and Tranche D Term Loans"
immediately following the text "Tranche C Term Loans" appearing in said
definition.

                  40. The definition of "Test Period" appearing in Section 11.01
of the Credit Agreement is hereby amended by inserting the following sentence at
the end of said Section:

         "Notwithstanding anything to the contrary contained above, for purpose
         of any determination of compliance with Section 9.17, the term "Test
         Period" shall mean the period commencing on January 1, 2002 and ending
         on the last day of the fiscal quarter of the U.S. Borrower then last
         ended.".

                  41. The definition of "Total Term Loan Commitment" appearing
in Section 11.01 of the Credit Agreement is hereby amended by (i) deleting the
word "and" appearing in said definition and inserting a comma in lieu thereof



                                       12
<PAGE>

and (ii) inserting the text "and the Total Tranche D Term Loan Commitment"
immediately following the text "Total Tranche C Term Loan Commitment" appearing
in said definition.

                  42. The definition of "Tranche" appearing in Section 11.01 of
the Credit Agreement is hereby amended by (i) inserting the text "Tranche D Term
Loans," immediately following the text "Tranche C Term Loans," appearing in said
definition and (ii) deleting the word "five" appearing in said definition and
inserting the word "six" in lieu thereof.

                  43. The definition of "U.S. Bank" appearing in Section 11.01
of the Credit Agreement is hereby amended by inserting the text "a Tranche D
Term Loan Commitment," immediately following the text "Tranche C Term Loan
Commitment," appearing in said definition.

                  44. Section 11.01 of the Credit Agreement is hereby further
amended by inserting in the appropriate alphabetical order the following new
definitions:

                  "Apollo Obligors" shall mean the General Partner, Apollo
         Investment Fund III, L.P., a Delaware limited partnership, Apollo
         Overseas Partners III, L.P., a Delaware limited partnership, and Apollo
         (U.K.) Partners III, L.P., a limited partnership organized under the
         laws of England.

                  "CDG" shall have the meaning provided in Section 8.19.

                  "Consultant's Engagement Letter" shall mean that certain
         Engagement Letter, dated as of November 7, 2001, among the Borrowers,
         the Administrative Agent and CDG.

                  "Disposition" means the sale, assignment, transfer, lease,
         conveyance or other disposition by the U.S. Borrower or any of its
         Subsidiaries of any Collateral, including, without limitation an
         involuntary disposition as a result of a casualty or condemnation.

                  "Excess Proceeds Amount" shall initially be $0, which amount
         shall be (A) INCREASED on each Excess Cash Flow Payment Date so long as
         any repayment required pursuant to Section 4.02(g) has been made, by an
         amount equal to Adjusted Excess Cash Flow for the immediately preceding
         Excess Cash Flow Payment Period multiplied by a percentage equal to
         100% MINUS the Applicable Excess Cash Flow Percentage as in effect for
         the respective Excess Cash Flow Payment Date, and (B) REDUCED (i) on
         each Excess Cash Flow Payment Date where Excess Cash Flow for the
         immediately preceding Excess Cash Flow Payment Period is a negative
         number, by such amount and (ii) at any time any Tranche D Term Loans
         are repaid pursuant to clause (i) of the last sentence of Section 4.01,
         by the aggregate principal amount of the Tranche D Terms so repaid (it
         being understood that the Excess Proceeds Amount may be reduced to an
         amount below zero after giving effect to the reductions enumerated in
         clause (B) above).

                  "Fourth Amendment" shall mean the Fourth Amendment to Credit
         Agreement; First Amendment to U.S. Security Agreement; and




                                       13
<PAGE>

         Acknowledgements and Agreements with respect to U.S. Subsidiaries
         Guaranty and U.S. Security Documents, dated as of December 14, 2001.

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

                  "General Partner" shall mean Apollo Advisors II, L.P., a
         Delaware limited partnership.

                  "Mortgage Amendments" shall have the meaning provided in
         Section 8.18.

                  "Non-Tranche D Obligations" shall mean all Obligations
         (including, without limitation, any interest accruing subsequent to the
         filing of a petition of bankruptcy at the rate provided for in the
         documentation with respect thereto, whether or not such interest is an
         allowed claim under applicable law, but excluding any Other Secured
         Obligations) other than the Tranche D Obligations.

                  "Non-Tranche D Secured Obligations" shall mean and include all
         Non-Tranche D Obligations (including, without limitation, any interest
         accruing subsequent to the filing of a petition of bankruptcy at the
         rate provided for in the documentation with respect thereto, whether or
         not such interest is an allowed claim under applicable law) and all
         Other Secured Obligations.

                  "Other Secured Obligations" shall mean any Other Obligations
         under, and as defined in, the various Security Documents which are
         secured pursuant to the various Security Documents.

                  "Post-Put Tranche D Bank" shall mean (i) each Apollo Obligor,
         (ii) any Tranche D Bank to which any Apollo Obligor assigns its Tranche
         D Obligations, (iii) any other Tranche D Bank to which a Tranche D Bank
         described in preceding clause (ii) assigns its Tranche D Obligations
         and (iv) all other transferees and assigns of the Tranche D Banks
         described in preceding clauses (i) through (iii) and their respective
         transferees and assigns.

                  "Proceeds" shall mean "Proceeds" as such term is defined in
         Section 9-306(1) of the UCC and, in any event, shall include, without
         limitation, (a) any and all proceeds of any insurance, indemnity,
         warranty or guaranty payable to the U.S. Borrower or its Subsidiaries
         from time to time with respect to any of the Collateral, (b) any and
         all payments (in any form whatsoever) made or due and payable to the
         U.S. Borrower or its Subsidiaries from time to time in connection with
         any requisition, confiscation, condemnation, seizure or forfeiture of
         all or any part of the Collateral by any governmental agency (or any
         Person acting under color of governmental authority), (c) any claim of
         the U.S. Borrower or any of its Subsidiaries against third parties (i)
         for past, present or future infringement of any patent or patent
         license or (ii) for past, present or future infringement or dilution of
         any trademark or trademark license or for injury to the goodwill
         associated with any trademark, trademark registration or trademark



                                       14
<PAGE>

         licensed under any trademark license, and (d) any and all other amounts
         from time to time paid or payable under or in connection with any of
         the Collateral.

                  "Put and Call Agreement" shall mean the Put and Call Agreement
         in the form of Exhibit O hereto, dated as of December 14, 2001, among
         the Apollo Obligors, certain Tranche D Banks and the Administrative
         Agent, on behalf of the Tranche D Banks, as the same may be amended,
         modified and/or supplemented from time to time in accordance with the
         terms hereof and thereof.

                  "Remedial Action" means any claim, proceeding or action to
         foreclose upon, take possession or control of, sell, lease or otherwise
         dispose of, or in any other manner realize, take steps to realize or
         seek to realize upon, the whole or any part of any Collateral, whether
         pursuant to the UCC, by foreclosure, by setoff, by self-help
         repossession, by notification to account debtors, by deed in lieu of
         foreclosure, by exercise of power of sale, by judicial action or
         otherwise, or the exercise of any other remedies with respect to any
         Collateral available under any of the Security Documents, or under
         applicable law.

                  "Required Tranche D Banks" shall mean those Banks, the sum of
         whose outstanding Tranche D Term Loans (or, if prior to the termination
         of the Total Tranche D Term Loan Commitment, Tranche D Term Loan
         Commitments) represent an amount greater than 50% of the sum of all
         outstanding Tranche D Term Loans (or, if prior to the termination of
         the Total Tranche D Term Loan Commitment, the Total Tranche D Term Loan
         Commitment) of the Tranche D Banks.

                  "Secured Obligations" shall mean and include all Non-Tranche D
         Secured Obligations and, subject to the provisions of Section 15, all
         Tranche D Obligations.

                  "Third Amendment" shall mean the Third Amendment to this
         Agreement, dated as of May 23, 2001.

                  "Total Tranche D Term Loan Commitment" shall mean the sum of
         the Tranche D Term Loan Commitments of each of the Banks.

                  "Tranche D Bank" at any time shall mean any Bank which has a
         Tranche D Term Loan Commitment or any outstanding Tranche D Term Loans.

                  "Tranche D Obligations" shall mean all Obligations
         constituting the principal of, or interest (including, without
         limitation, any interest accruing subsequent to the filing of a
         petition of bankruptcy at the rate provided for in the documentation
         with respect thereto, whether or not such interest is an allowed claim
         under applicable law) on, Tranche D Term Loans or under the Tranche D
         Term Notes, and any other amounts owing pursuant to the terms of this
         Agreement or any other Credit Documents with respect to the Tranche D
         Term Loans.

                  "Tranche D Term Loan" shall have the meaning provided in
         Section 1.01(g).




                                       15
<PAGE>

                  "Tranche D Term Loan Commitment" shall mean, with respect to
         each Bank, the amount set forth opposite such Bank's name in Schedule I
         directly below the column entitled "Tranche D Term Loan Commitment," as
         the same may be terminated pursuant to Sections 3.03 and/or 10.

                  "Tranche D Term Loan Maturity Date" shall mean the earlier of
         (i) March 2, 2006 and (ii) that date, if any, which occurs two Business
         Days after the acceleration of any principal of any outstanding Loans
         pursuant to Section 10 of this Agreement; PROVIDED that in the event of
         any acceleration as described in preceding clause (ii), if the
         respective such acceleration is rescinded, then the Tranche D Term Loan
         Maturity Date shall be deemed not to have occurred.

                  "Tranche D Term Note" shall have the meaning provided in
         Section 1.05(a)(vii).

                  "Updated Projections" shall have the meaning provided in the
         Fourth Amendment.

                  45. Section 12.07 of the Credit Agreement is hereby amended by
(i) inserting the text "(including, without limitation, reasonable fees and
expenses of counsel)" immediately after the text "reasonable expenses" appearing
in the first sentence of said Section, (ii) inserting the text ", as the case
may be," immediately prior to text "for the payment of any portion" appearing in
the proviso in the first sentence of said Section and (iii) inserting the text
", as the case may be" immediately prior to the period at the end of the first
sentence appearing in said Section.

                  46. Section 13.01 of the Credit Agreement is hereby amended by
(x) redesignating clause (iv) of said Section as clause (vi) of said Section,
(y) inserting the text "(including, without limitation, reasonable fees and
disbursements of counsel)" immediately after the text "damages or expenses" in
the first place such text appears in clause (iv) of said Section and (z)
inserting the following new clauses (iv) and (v) immediately after the text "to
pay such taxes;" appearing in clause (iii) of said Section:

                  "(iv) pay all reasonable out-of-pocket fees, costs and
         expenses of any financial advisor engaged by the Administrative Agent
         on behalf of the Banks (or by counsel or another agent on behalf of the
         Administrative Agent) and approved by the U.S. Borrower (such approval
         not to be unreasonably withheld or delayed); (v) pay all reasonable
         out-of-pocket fees, costs and expenses of special bankruptcy counsel
         engaged by the Administrative Agent (on behalf of the Banks) or the
         Banks (acting collectively) and approved by the U.S. Borrower (such
         approval not to be unreasonably withheld or delayed) in connection with
         any refinancing or restructuring of the credit arrangements provided
         under this Agreement in the nature of a "work-out" or pursuant to any
         insolvency or bankruptcy proceedings (although nothing in this clause
         (v) shall limit (or be deemed to limit) the expense reimbursement
         provisions in favor of each Bank pursuant to clause (ii) above in the
         circumstances contemplated thereby);".

                  47 Section 13.04 of the Credit Agreement is hereby amended by
(i) inserting the text "except in the case of assignments to an Apollo Obligor
pursuant to the Put and Call Agreement," immediately prior to the text "the




                                       16
<PAGE>

Administrative Agent shall receive" appearing in subclause (viii) of the first
proviso appearing in clause (b) of said Section and (ii) inserting the clause
"(x) assigning, transferring or granting participations in its interests in
Tranche D Term Loans and/or Tranche D Term Notes pursuant to the provisions of
the Put and Call Agreement or (y)" immediately following the text "prohibit any
Bank or CSFB from" appearing in clause (c) of said Section.

                  48. Section 13.06 of the Credit Agreement is hereby amended by
(i) deleting the text "in each case prior to the occurrence of a Sharing Event,"
appearing in clause (b) of said Section and (ii) inserting the following new
clause (c) at the end of said Section:

                  "(c) Notwithstanding anything to the contrary contained
         herein, the provisions of preceding Sections 13.06(a) and (b) shall be
         subject to the express provisions of this Agreement which (x) require
         differing payments to be made with respect to the various Tranches of
         Loans or (y) prohibit payments in respect of any Tranche of Loans.".

                  49. Section 13.07 of the Credit Agreement is hereby amended by
deleting the text "9.09 and 9.10" appearing in the parenthetical in clause (b)
of said Section and inserting the text "9.09, 9.10 and 9.17" in lieu thereof.

                  50. Section 13 of the Credit Agreement is hereby amended by
inserting the following new Section 13.17 at the end of said Section:

                  "13.17 SPECIAL AGREEMENTS REGARDING INCURRENCE OF TRANCHE D
         TERM LOANS AND OTHER LOANS. Each of the Borrowers hereby acknowledges
         and agrees that (i) all Revolving Loans, Swingline Loans, Letters of
         Credit and Tranche A Term Loans (other than New Tranche A Term Loans)
         were incurred (or will be incurred, as applicable) as permitted by
         Section 4.04 of the Senior Subordinated Notes Indenture in reliance on
         clause (ii) of the definition of "Permitted Indebtedness" contained
         therein, (ii) all New Tranche A Term Loans, Tranche B Term Loans and
         Tranche C Term Loans were incurred in reliance on the proviso to
         Section 4.04 of the Senior Subordinated Notes Indenture, (iii)
         $2,631,578.95 of principal of Tranche D Term Loans (I.E., an amount
         equal to the principal amount of Tranche A Term Loans (which
         constituted Original Term Loans on their date of incurrence) refinanced
         with the proceeds of Tranche D Term Loans on the Fourth Amendment
         Effective Date) was incurred as permitted by Section 4.04 of the Senior
         Subordinated Notes Indenture in reliance on clause (ii) of the
         definition of "Permitted Indebtedness" contained therein, (iv)
         $12,368,421.05 of principal of Tranche D Term Loans (I.E., an amount
         equal to the principal amount of Term Loans (other than those which
         constituted Original Term Loans on their date of incurrence) refinanced
         with the proceeds of Tranche D Term Loans on the Fourth Amendment
         Effective Date) was incurred as permitted by Section 4.04 of the Senior
         Subordinated Notes Indenture in reliance on clause (xiii) of the
         definition of "Permitted Indebtedness" contained therein and (v) it
         will not take a position contrary to positions set forth above in this
         Section 13.17 for any purpose.".



                                       17
<PAGE>

                  51. The Credit Agreement is hereby further amended by adding
the following new Section 15 immediately after Section 14 thereof:

                  "SECTION 15. SPECIAL PROVISIONS WITH RESPECT TO TRANCHE D TERM
         LOANS. To induce the Required Banks to enter into the Fourth Amendment
         and thereby permit the making of the Tranche D Term Loans, the
         following agreements are made by the Tranche D Banks (and their
         successors and assigns) for the benefit of the Banks holding
         Non-Tranche D Obligations hereunder (except that the agreement
         contained in Section 15.14 is made by the Banks party to the Fourth
         Amendment (and their successors and assigns) for the benefit of the
         Tranche D Banks):

                  15.01 PROVISIONS APPLICABLE TO AFFILIATES HOLDING TRANCHE D
         TERM LOANS. Notwithstanding anything to the contrary contained
         elsewhere in this Agreement or any other Credit Document, each holder
         of any Tranche D Obligations which is an Apollo Obligor or another
         Affiliate of the U.S. Borrower shall have (i) no right to receive any
         amounts (whether as additional compensation, reimbursement or payments
         in respect of indemnities) pursuant to any of Sections 1.10, 1.11, 4.04
         or 13.01 of this Agreement, (ii) unless the Required Banks otherwise
         expressly consent, no right to set-off (whether pursuant to Section
         13.02, applicable law or otherwise) any amounts owed to it by any
         Credit Party against or on account of any of the Obligations with
         respect to Tranche D Term Loans and (iii) no right (in its capacity as
         a Bank) to attend any meetings of the Banks or to receive information
         with respect to either Borrower or any of their respective Subsidiaries
         from the Administrative Agent or any other Bank. In no event shall the
         provisions of this Section 15.01 be applicable to the Tranche D Banks
         which constituted Banks party to this Credit Agreement on the Fourth
         Amendment Effective Date.

                  15.02 PRIORITIES WITH RESPECT TO COLLATERAL. The Banks
         acknowledge and agree that all Secured Obligations shall be secured
         pursuant to the Security Documents in accordance with the terms
         thereof; PROVIDED that, notwithstanding anything to the contrary
         contained in this Agreement or any other Credit Document, as between
         the Tranche D Obligations and Non-Tranche D Secured Obligations, the
         following priorities with respect to the Collateral shall apply:

                           (i) the Non-Tranche D Secured Obligations shall be
                  entitled to a first priority security interest in all
                  Collateral, superior and prior to the rights of the holders of
                  the Tranche D Obligations with respect thereto, which rights
                  of the holders of Tranche D Obligations to any and all
                  Collateral shall be subordinate and junior to the interests of
                  the holders of the Non-Tranche D Secured Obligations under the
                  Security Documents; and

                           (ii) the holders of the Tranche D Obligations, for
                  themselves and their successors and assigns, hereby
                  acknowledge and agree for the benefit of the other Secured
                  Creditors that they shall not be entitled to receive, in
                  respect of the Tranche D Obligations held by them, any of the
                  proceeds of any Collateral following the occurrence of an
                  Event of Default or received as a result of the enforcement of




                                       18
<PAGE>

                  rights pursuant to the Security Documents until all
                  Non-Tranche D Secured Obligations have been indefeasibly paid
                  in full in cash. The Tranche D Banks (for themselves and their
                  successors and assigns) hereby agree that, to the extent that
                  their outstanding Tranche D Term Loans are excluded for
                  purposes of determining the "Required Banks" in accordance
                  with the last sentence appearing in the definition thereof
                  contained herein, they shall have no rights to institute
                  foreclosure or other enforcement rights under the Security
                  Documents or any other Credit Document or otherwise, but shall
                  only be entitled to share in the proceeds of the Collateral as
                  realized and following the indefeasible payment in full in
                  cash of all Non-Tranche D Secured Obligations. The Tranche D
                  Banks also acknowledge and agree that they shall have no
                  rights to accelerate the maturity of any Tranche D Term Loans
                  or otherwise to participate in enforcement decisions pursuant
                  to Section 10 of this Agreement at any time that their Tranche
                  D Term Loans are excluded for purposes of determining the
                  "Required Banks" in accordance with the last sentence
                  appearing in the definition thereof contained herein.

                           (iii) Until all Non-Tranche D Secured Obligations
                  have been indefeasibly paid in full in cash, each holder of
                  the Tranche D Obligations hereby agrees (x) not to exercise,
                  with respect to the Tranche D Obligations, any right of setoff
                  or counterclaim with respect to the Collateral or any Proceeds
                  thereof, (y) that all Proceeds of Collateral shall be paid to
                  the Administrative Agent for application to the Non-Tranche D
                  Secured Obligations and (z) that any Proceeds of Collateral
                  received by any holder of the Tranche D Obligations in its
                  capacity as such and any other cash or other property received
                  by any holder of the Tranche D Obligations in its capacity as
                  such shall be segregated and held in trust and paid over to
                  the Administrative Agent for the benefit of the holders of all
                  Non-Tranche D Secured Obligations in the same form as
                  received, with any necessary endorsements.

                           (iv) If the Collateral Agent releases its liens in
                  any Collateral in connection with the sale, lease, transfer or
                  other disposition thereof, the holders of the Tranche D
                  Obligations shall execute and deliver to the Collateral Agent
                  such termination statements, release documents, consents and
                  other documents as the Collateral Agent may request to
                  effectively release, and facilitate the release of, the Liens
                  held by the Collateral Agent in such Collateral.

                  The foregoing provisions shall be effective at all times
         during the term of this Agreement, and notwithstanding (without
         limitation): (i) the initiation of any bankruptcy, moratorium,
         reorganization or other insolvency proceeding with respect to either
         Borrower or any of their respective Subsidiaries; (ii) the priorities
         which would otherwise result under the terms of the respective Security
         Documents or under applicable law; (iii) the taking of possession of
         any Collateral by any Tranche D Bank; or (iv) any other matter
         whatsoever; and shall continue in full force and effect until the Total
         Commitment has terminated and all Secured Obligations have been repaid
         in full.

                  15.03 PRIORITY ON DISTRIBUTION OF PROCEEDS OF COLLATERAL. In
the event of:



                                       19
<PAGE>

                           (a) any distribution of any Collateral upon any
                  bankruptcy, arrangement, receivership, assignment for the
                  benefit of creditors or any other action or proceeding
                  involving the readjustment of the obligations and indebtedness
                  of either Borrower or their respective Subsidiaries, or the
                  application of any Collateral to the payment thereof;

                           (b) any distribution of the Collateral upon the
                  liquidation or dissolution of either Borrower or their
                  respective Subsidiaries, or the winding up of the assets or
                  business of either Borrower or their respective Subsidiaries;

                           (c) any realization by any of the Banks or the
                  Collateral Agent with respect to the Liens pursuant to the
                  Credit Documents whether through a Remedial Action or
                  otherwise; or

                           (d) any Disposition of any Collateral, to the extent
                  that any part of the proceeds of such disposition are required
                  to be applied to any of the Obligations or held by the
                  Administrative Agent or the Collateral Agent in accordance
                  with the provisions of this Agreement or any of the Security
                  Documents;

         then, in any such event, as between the Secured Creditors, all of the
         Collateral and any Proceeds thereof so distributed, applied or realized
         upon shall be distributed or paid to (or retained by) the
         Administrative Agent or Collateral Agent for application FIRST to the
         Administrative Agent and Collateral Agent to pay the Administrative
         Agent's and Collateral Agent's fees, expenses and indemnities provided
         for in this Agreement and in the Security Documents, SECOND, to the
         Non-Tranche D Secured Obligations and third, after the indefeasible
         payment in full in cash of all Non-Tranche D Secured Obligations, the
         remaining amount or such Proceeds shall be distributed or paid to (or
         retained by) the Collateral Agent for application to the Tranche D
         Obligations then due and payable.

                  15.04 CERTAIN DISPOSITIONS OF COLLATERAL. Notwithstanding
         anything to the contrary contained above, to the extent Collateral is
         sold in accordance with the requirements of Section 9.02 of this
         Agreement (and is not sold as a result of any Remedial Action pursuant
         to a Security Document) at a time when no Default or Event of Default
         exists pursuant to Section 10.05, the proceeds thereof shall be applied
         in accordance with the requirements of Section 4.02 of this Agreement.

                  15.05 RIGHT TO CONTEST. Each holder of Tranche D Obligations
         and each Bank described in Section 15.14 agrees for itself, and its
         successors and assigns, not to contest or support any other Person in
         contesting, in any proceeding, including without limitation, any
         bankruptcy, insolvency or liquidation proceeding, the priority,
         validity or enforceability of the Liens held by the Banks, the
         Administrative Agent or the Collateral Agent in the Collateral or the
         priority, validity or enforceability of the Obligations, or the
         provisions of this Section 15. Notwithstanding anything to the contrary
         contained in the immediately preceding sentence, the Banks shall be
         entitled to assert the relative priorities, as between the Non-Tranche
         D Secured Obligations and the Tranche D Obligations, created pursuant
         to this Section 15 and the relevant provisions of the Security
         Documents.



                                       20
<PAGE>

                  15.06 PAYMENT INVALIDATED. In the event that any of the
         Non-Tranche D Secured Obligations shall be paid in full and
         subsequently, for whatever reason (including, but not limited to, an
         order or judgment for disgorgement of a preference under Title 11 of
         the United Stated Code, or any similar law, or the settlement of any
         claim in respect thereof), formerly paid or satisfied Non-Tranche D
         Secured Obligations become unpaid or unsatisfied, the terms and
         conditions of this Section 15 shall be fully applicable thereto until
         all such Non-Tranche D Secured Obligations are again paid in full.

                  15.07 RIGHT TO AMEND. ETC. As between the Tranche D Banks and
         the other Secured Creditors (including without limitation the Banks),
         it is agreed that the Secured Creditors (excluding the Tranche D Banks
         in their capacities as such) may at any time and from time to time, in
         their sole discretion, and without any obligation to give any notice or
         receive any consent from any Tranche D Bank in its capacity as such,
         change the manner, place or terms of payment, or change or extend the
         time of payment of, or renew, alter, refinance, increase or add to the
         Non-Tranche D Secured Obligations, or obtain, release, or dispose of
         any Collateral therefor, or amend or supplement in any manner this
         Agreement, the Security Documents, the other Credit Documents or any
         other agreements or instruments evidencing, securing or relating to the
         Non-Tranche D Secured Obligations, and the provisions of this Section
         15 shall continue in full force and effect with respect to all such
         Non-Tranche D Secured Obligations; PROVIDED, HOWEVER, that the actions
         of the Banks in effecting any amendments, waivers or modifications of
         this Agreement or the other Credit Documents shall be required to be
         taken in compliance with the relevant provisions regarding amendments
         (including without limitation Section 13.12 and, to the extent
         applicable, Section 15.14) contained in this Agreement or the
         respective Credit Document.

                  15.08 CREATION OF FUTURE OBLIGATIONS. All of the Non-Tranche D
         Secured Obligations shall be deemed to have been funded by the Secured
         Creditors in reliance upon the agreements contained in this Section 15,
         and each Tranche D Bank expressly waives notice of acceptance of the
         agreements set forth herein, notice of reliance thereon and any other
         agreements and notice of the creation of any Non-Tranche D Secured
         Obligations after the date hereof, and agrees that the Secured
         Creditors shall be entitled to rely upon the agreements set forth
         herein at all times in creating Non-Tranche D Secured Obligations. It
         is expressly agreed that additional extensions of credit may be made
         pursuant to this Agreement, with the consent of the Required Banks in
         accordance with Section 13.12 and any other Banks whose consent is
         required thereunder, and that such additional Obligations may be
         designated as Non-Tranche D Secured Obligations (and shall be entitled
         to such priorities with respect to the Collateral as may be agreed
         amongst the Required Banks), and that no further consent of the Tranche
         D Banks shall be required in connection therewith and that the
         provisions of this Section 15 shall be fully applicable to the
         Obligations so created in the future.

                  15.09 WAIVER OF LIABILITY FOR ACTIONS TAKEN WITH RESPECT TO
         TRANCHE D OBLIGATIONS AND Collateral. (a) Neither the Administrative
         Agent, the Collateral Agent nor any Bank shall have any liability to
         the holder of any Tranche D Obligations (in its capacity as such), and
         each Tranche D Bank (in its capacity as such), on behalf of itself and




                                       21
<PAGE>

         its successors and assigns, hereby waives to the extent permitted by
         applicable law any claim, right, action or cause of action which it may
         now or hereafter have against the Administrative Agent, the Collateral
         Agent or any other Bank (including, without limitation, any and all
         claims, rights, actions or causes of action that any Tranche D Bank may
         otherwise have against the Administrative Agent, the Collateral Agent
         or any other Bank under Sections 9-207, 9-609, 9-610, 9-611, 9-615,
         9-617 and 9-625 to 9-628, inclusive, of the UCC) arising out of, any
         and all actions which the Administrative Agent, the Collateral Agent or
         any other Bank, in good faith, takes or omits to take with respect to
         the Secured Obligations, any obligor with respect to the Secured
         Obligations or any Collateral, including, without limitation, actions
         with respect to: the creation, perfection or continuation of Liens with
         respect to any Collateral; any Remedial Action or Disposition of any
         Collateral; the release of any Collateral; the custody, valuation,
         protection, preservation, use or depreciation of any Collateral; the
         realizing upon or failure to realize upon any Collateral; or the
         collection of the Obligations. To the extent that any of the foregoing
         waivers is not permitted by applicable law, it is agreed that the
         applicable standard by which any non-waivable rights, duties or claims
         are to be measured shall be that none of the Administrative Agent, the
         Collateral Agent or any other Bank shall have any liability or
         responsibility to any holder of any Tranche D Obligations, for any
         actions or omissions by the Administrative Agent, the Collateral Agent
         or such Bank other than actions or omissions constituting gross
         negligence or wilful misconduct of the respective such Person as
         determined by a court of competent jurisdiction in a final and
         non-appealable decision.

                  15.10 FINANCING ISSUES. If the U.S. Borrower or any of its
         Subsidiaries shall be subject to a bankruptcy, insolvency, liquidation
         or similar proceeding (including as a result of the commencement of a
         case under the Bankruptcy Code) and the Administrative Agent, the
         Collateral Agent, the Banks or any of them shall desire to permit the
         usage of cash collateral or to provide financing to either Borrower or
         any of their respective Subsidiaries under Section 363 or Section 364
         of the Bankruptcy Code, then: each of the holders of the Tranche D
         Obligations agrees that (i) notice received two Business Days' prior to
         the entry of an order approving such usage of cash collateral and five
         Business Days' prior to the entry of an order approving such financing
         shall be adequate notice; and (ii) provided it receives a Lien in any
         property arising or acquired after the commencement of such proceeding
         which may be substituted for the Collateral subject to such usage under
         Section 363 or which secures such financing under Section 364 (which
         Lien shall be subordinated to any Lien in such property held by the
         Administrative Agent, the Collateral Agent, or the Banks, as the case
         may be, on terms substantially the same as the terms set forth in this
         Section 15), it will raise no objection to such usage or financing on
         the grounds that its junior Lien position with respect to any
         Collateral is not adequately protected.

                  15.11 EFFECTIVENESS. The provisions in this Section 15 shall
         be effective both before and after the commencement of a bankruptcy,
         insolvency, liquidation or similar proceeding. All references in this
         Agreement to the U.S. Borrower or any of its Subsidiaries shall include
         such entity as debtor in possession or any receiver or trustee for such
         entity.




                                       22
<PAGE>

                  15.12 FURTHER ASSURANCES. Each of the holders of the Tranche D
         Obligations agrees to take such further action and shall execute and
         deliver to the Administrative Agent, the Collateral Agent and the Banks
         such additional documents and instruments (in recordable form, if
         requested) as the Administrative Agent, the Collateral Agent or the
         Banks may reasonably request to effectuate the terms of, and the
         priorities established by, this Section 15.

                  15.13 NATURE OF TRANCHE D OBLIGATIONS. The parties hereto
         acknowledge and agree that the Tranche D Obligations constitute senior
         indebtedness of the U.S. Borrower and the various U.S. Subsidiary
         Guarantors (by virtue of the U.S. Subsidiary Guaranty), which is not
         subordinate in right of payment to any other Indebtedness of the U.S.
         Borrower. Notwithstanding anything to the contrary contained in the
         immediately preceding sentence, it is acknowledged and agreed that the
         priorities with respect to the Collateral and the Proceeds thereof
         shall be governed by the provisions of this Section 15, and the
         provisions of this Section 15.13 shall in no event limit or modify the
         agreements contained in Sections 15.01 through 15.12, or the provisions
         of the Security Documents as amended hereby.

                  15.14 AGREEMENT FOR BENEFIT OF TRANCHE D BANKS. Each Bank
         which executes and delivers a counterpart of the Fourth Amendment
         hereby irrevocably agrees, for the benefit of the Tranche D Banks, that
         such Bank (and its successors and assigns) will not, unless the prior
         written consent of the Required Tranche D Banks has been obtained,
         agree to any amendment or modification to this Agreement to the extent
         such amendment or modification would amend, modify or alter any of the
         provisions of this Section 15 or any defined term as used herein. The
         agreements contained in this Section 15.14 are made for the benefit of
         the Tranche D Banks and may not be amended or modified without the
         prior written consent of the Required Tranche D Banks.".

                  52. Part A of Schedule I to the Credit Agreement is hereby
amended by supplementing said Part A with the information appearing on Schedule
I attached hereto.

                  53. Exhibit A to the Credit Agreement (FORM OF NOTICE OF
BORROWING) is hereby amended by inserting the text "[Tranche D Term Loans]"
immediately following the text "[Tranche C Term Loans]" appearing in clause
(iii) of the first sentence in said Exhibit.

                  54. Exhibit L to the Credit Agreement (FORM OF ASSIGNMENT AND
ASSUMPTION AGREEMENT) is hereby amended by deleting such Exhibit in its entirety
and inserting in lieu thereof a new Exhibit L in the form of Exhibit L attached
hereto.

                  55. The Credit Agreement is hereby further amended by adding
Exhibit B-8 thereto (FORM OF TRANCHE D TERM NOTE) in the form of Exhibit B-8
attached hereto.

                  55. The Credit Agreement is hereby further amended by adding
Exhibit O (FORM OF PUT AND CALL AGREEMENT) thereto in the form of Exhibit O
attached hereto.

II.      AMENDMENTS TO THE U.S. SECURITY AGREEMENT.



                                       23
<PAGE>

                  1. Section 8.4 of the U.S. Security Agreement is hereby
amended as follows:

                  (i) deleting clause (iv) of Section 8.4(a) of the U.S.
         Security Agreement in its entirety and by inserting the following new
         clauses (iv) and (v) in lieu thereof:

                           "(iv) FOURTH, but subject to the provisions of
                  following clauses (g) and (h), to the extent proceeds remain
                  after the applications pursuant to preceding clauses (i)
                  through (iii), an amount equal to the outstanding Tertiary
                  Obligations (as hereinafter defined) shall be paid to the
                  Secured Creditors as provided in Section 8.4(e), with each
                  Secured Creditor receiving an amount equal to its outstanding
                  Tertiary Obligations or, if the proceeds are insufficient to
                  pay in full all such Tertiary Obligations, its Pro Rata Share
                  of the amount remaining to be distributed; and

                           (v) FIFTH, to the extent proceeds remain after the
                  applications pursuant to preceding clauses (i) through (iv),
                  inclusive, and following the termination of this Agreement
                  pursuant to Section 11.8(a) hereof, to the relevant Assignor
                  or to whomever may be lawfully entitled to receive such
                  surplus.";

                  (ii) deleting clauses (b) and (c) of said Section in their
         entirety and by inserting in lieu thereof the following new clauses (b)
         and (c):

                           "(b) For purposes of this Agreement (w) "Pro Rata
                  Share" shall mean, when calculating a Secured Creditor's
                  portion of any distribution or amount, that amount (expressed
                  as a percentage) equal to a fraction the numerator of which is
                  the then unpaid amount of such Secured Creditor's Primary
                  Obligations, Secondary Obligations or Tertiary Obligations, as
                  the case may be, and the denominator of which is the then
                  outstanding amount of all Primary Obligations, Secondary
                  Obligations or Tertiary Obligations, as the case may be, (x)
                  "Primary Obligations" shall mean (i) in the case of the Credit
                  Agreement Obligations, all principal of, and interest on, all
                  Loans (other than Tranche D Term Loans), all Unpaid Drawings
                  theretofore made (together with all interest accrued thereon),
                  the aggregate Stated Amounts of all Letters of Credit issued
                  under the Credit Agreement, and all Fees and (ii) in the case
                  of the Other Obligations, all amounts due under any Interest
                  Rate Protection Agreement or Other Hedging Agreement (other
                  than indemnities, fees (including, without limitation,
                  attorneys' fees) and similar obligations and liabilities), (y)
                  "Secondary Obligations" shall mean all Obligations other than
                  Primary Obligations and Tertiary Obligations and (z) "Tertiary
                  Obligations" shall mean all Tranche D Obligations under, and
                  as defined in, the Credit Agreement.

                           (c) When payments to Secured Creditors are based upon
                  their respective Pro Rata Shares, the amounts received by such
                  Secured Creditors hereunder shall be applied (for purposes of
                  making determinations under this Section 8.4 only) (i) FIRST,




                                       24
<PAGE>

                  to their Primary Obligations, (ii) SECOND, to the Secondary
                  Obligations (other than Secondary Obligations constituting
                  indemnity or reimbursement obligations not then due and owing
                  and for which no claim has been made at the time of the
                  proposed payment) and (iii) THIRD, to their Tertiary
                  Obligations. If any payment to any Secured Creditor of its Pro
                  Rata Share of any distribution would result in overpayment to
                  such Secured Creditor, such excess shall instead be
                  distributed in respect of the unpaid Primary Obligations,
                  Secondary Obligations or Tertiary Obligations, as the case may
                  be, of the other Secured Creditors, with each such Secured
                  Creditor whose Primary Obligations, Secondary Obligations or
                  Tertiary Obligations, as the case may be, have not been paid
                  in full to receive an amount equal to such excess amount
                  multiplied by a fraction the numerator of which is the unpaid
                  Primary Obligations, Secondary Obligations or Tertiary
                  Obligations, as the case may be, of such Secured Creditor and
                  the denominator of which is the unpaid Primary Obligations,
                  Secondary Obligations or Tertiary Obligations, as the case may
                  be, of all Secured Creditors entitled to such distribution.";

                  (iii) in clause (d) of said Section 8.4, inserting the phrase
         "(other than Tranche D Term Loans)" immediately after the phrase "all
         outstanding Loans" appearing therein;

                  (iv) in clause (f) of said Section 8.4, deleting the text
         "Primary Obligations and Secondary Obligations" appearing in said
         clause and inserting the text "Primary Obligations, Secondary
         Obligations and Tertiary Obligations" in lieu thereof;

                  (v) in clause (g) of said Section 8.4, deleting the text
         "Primary Obligations and Secondary Obligations" appearing in said
         clause and inserting the text "Primary Obligations, Secondary
         Obligations and Tertiary Obligations" in lieu thereof; and

                  (vi) in clause (h) of said Section 8.4, deleting the text
         "Primary Obligations and Secondary Obligations" appearing in said
         clause and inserting the text "Primary Obligations, Secondary
         Obligations and Tertiary Obligations" in lieu thereof.

III.     ACKNOWLEDGMENTS AND AGREEMENTS WITH RESPECT TO U.S. SUBSIDIARY GUARANTY
         AND U.S. SECURITY DOCUMENTS.

                  1. Each U.S. Subsidiary Guarantor hereby acknowledges and
agrees that all Obligations (including, without limitation, all Tranche D
Obligations after the extension thereof) are, and shall at all times be, fully
guaranteed pursuant to the U.S. Subsidiaries Guaranty in accordance with the
terms thereof.

                  2. Each of the parties thereto hereby acknowledge and agree
that all Obligations (including the Tranche D Obligations after the extension
thereof) are, and shall at all times be, entitled to the benefits of the U.S.
Security Documents. Each of the parties hereto also acknowledge and agree that,
to the extent the proceeds of any Collateral covered by, or subject to, any
Security Document are to be applied pursuant to the U.S. Security Agreement,
then such application shall be made in accordance with Section 15 of the Credit
Agreement and Section 8.4 of the U.S. Security Agreement (after giving effect to
this Amendment).



                                       25
<PAGE>

IV.      MISCELLANEOUS PROVISIONS.

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

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

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

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

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

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

                  5. This Amendment shall become effective on the date (the
"Fourth Amendment Effective Date") when (x) each of the following conditions
shall have been met to the satisfaction of the Administrative Agent and the
Required D Tranche Banks and (y) the conditions specified in (v), (vi), (vii),
(viii), (x), (xi), (xii), (xiii), (xiv) and (xv) shall have been met to the
satisfaction of the Required Banks (determined immediately after the occurrence
of the Fourth Amendment Effective Date) :

                 (i) the Administrative Agent shall have received for the
         account of each Tranche D Bank requesting same a Tranche D Term Note,
         in the amount, maturity and as otherwise provided in this Amendment and
         Section 1.05 of the Credit Agreement (as amended hereby);

                (ii) the Administrative Agent shall have received from each
         Borrower, each U.S. Subsidiary Guarantor and each Apollo Obligor true
         and correct certified copies of resolutions of the Board of Directors
         of such Person with respect to the matters set forth in this Amendment,
         and such resolutions shall in form and substance satisfactory to the
         Administrative Agent;




                                       26
<PAGE>
                  (iii) the Administrative Agent shall have received from each
         Apollo Obligor a certificate, dated the Fourth Amendment Effective
         Date, signed by an appropriate officer of such Apollo Obligor,
         certifying and attaching true and correct copies of the certificate of
         limited partnership, partnership agreement or other organizational
         documents of such Apollo Obligor, and all of the foregoing shall be
         reasonably satisfactory to the Administrative Agent;

                (iv) all corporate, partnership and legal proceedings and all
         instruments and agreements in connection with the transactions
         contemplated by this Agreement and the Fourth Amendment shall be
         reasonably satisfactory in form and substance to the Administrative
         Agent and the Tranche D Banks, and the Administrative Agent shall have
         received all information and copies of all documents and papers,
         including records of proceedings, governmental approvals, good standing
         certificates and bring-down telegrams or facsimiles, if any, which the
         Administrative Agent reasonably may have requested in connection
         therewith, such documents and papers where appropriate to be certified
         by proper corporate, partnership or governmental authorities;

                 (v) the Administrative Agent shall have received from (x)
         O'Sullivan LLP, special New York counsel to the Credit Parties, an
         opinion addressed to each Agent, the Collateral Agent and each of the
         Banks and dated the Fourth Amendment Effective Date, (y) Akin Gump
         Strauss Hauer & Feld LLP, special New York counsel to the Apollo
         Obligors and (z) Robert Kasak, special counsel to the Credit Parties,
         an opinion addressed to each Agent, the Collateral Agent and each of
         the Banks and dated the Fourth Amendment Effective Date, in each case
         covering such matters incident to this Amendment and the transactions
         contemplated herein as the Administrative Agent and the Required D
         Tranche Banks may reasonably request (including, without limitation, an
         opinion as to no conflict with the Senior Subordinated Notes Indenture
         and appropriate opinions as to the Put and Call Agreement) and
         otherwise in form and substance satisfactory to the Administrative
         Agent and the Required D Tranche Banks;

                  (vi) since December 31, 2000, nothing shall have occurred
         which (i) the Administrative Agent or the Required Tranche D Banks
         shall determine has had, or could reasonably be expected to have, a
         material adverse effect on the rights or remedies of the Agents or the
         Banks, or on the ability of any Credit Party or any Apollo Obligor to
         perform their respective obligations to them under the Credit Documents
         to which it is a party or (ii) which has had a Material Adverse Effect;

                  (vii) there shall be no actions, suits, proceedings or
         investigations pending or threatened (a) with respect to this
         Amendment, any Credit Document or the transactions contemplated by this
         Amendment, (b) which either the Administrative Agent or the Required D
         Tranche Banks shall determine could reasonably be expected to have (i)
         a Material Adverse Effect or (ii) a material adverse effect on the
         transactions contemplated by this Amendment, the rights or remedies of
         the Banks or the Agents under the Credit Agreement or under any other
         Credit Document or on the ability of any Credit Party or any Apollo
         Obligor to perform its respective obligations to the Banks or the
         Agents under any Credit Document to which it is a party;



                                       27
<PAGE>

                  (viii) (x) all necessary governmental (domestic and foreign),
         regulatory and third party approvals in connection with the
         transactions contemplated by this Amendment and otherwise referred to
         herein shall have been obtained and remain in full force and effect and
         evidence thereof shall have been provided to the Administrative Agent,
         and (y) there shall not exist any judgment, order, injunction or other
         restraint issued or filed or a hearing seeking injunctive relief or
         other restraint pending or notified prohibiting or imposing materially
         adverse conditions upon, or materially delaying, or making economically
         unfeasible, the consummation of the transactions contemplated by this
         Amendment or the making of the Tranche D Loans;

                  (ix) each Apollo Obligor shall have duly authorized, executed
         and delivered the Put and Call Agreement in the form of Exhibit O to
         the Credit Agreement (the "Put and Call Agreement"), and the Put and
         Call Agreement shall be in full force and effect;

                  (x) the Lenders shall have received detailed consolidated
         financial projections (in the form included in the report prepared by
         CDG), certified by the chief financial officer of the U.S. Borrower,
         for the U.S. Borrower and its Subsidiaries, and after giving effect to
         the incurrence of the Tranche D Term Loans on the Fourth Amendment
         Effective Date and the repayment of a portion of the outstanding Term
         Loans and the other transactions contemplated hereby (the "Updated
         Projections"), which Updated Projections, and the supporting
         assumptions and explanations thereto, shall be satisfactory in form and
         substance to the Administrative Agent and the Required Lenders;

                  (xi) the Lenders shall have received a solvency certificate
         meeting the requirements of Section 5.14(a) of the Credit Agreement,
         except that such certificate shall be dated the Fourth Amendment
         Effective Date and shall be modified (to the satisfaction of the
         Administrative Agent) to provide that such certificate is being
         provided after giving effect to the incurrence of the Tranche D Term
         Loans on the Fourth Amendment Effective Date and the repayment of other
         outstanding Term Loans;

                  (xii) the U.S. Borrower shall have delivered to the
         Administrative Agent an officer's certificate signed by an appropriate
         officer of the U.S. Borrower in form and substance satisfactory to the
         Administrative Agent, (x) establishing that the incurrence of Tranche D
         Term Loans on such date complies with the terms of the Senior
         Subordinated Notes Indenture and (y) containing a representation and
         warranty that (i) all Revolving Loans, Swingline Loans, Letters of
         Credit and Tranche A Term Loans (other than New Tranche A Term Loans)
         are permitted pursuant to Section 4.04 of the Senior Subordinated Notes
         Indenture by virtue of the application of (and were, or will be,
         incurred in reliance on) clause (ii) of the definition of "Permitted
         Indebtedness" contained therein, (ii) all New Tranche A Term Loans,
         Tranche B Term Loans and Tranche C Term Loans are permitted pursuant
         to, and were incurred in reliance on, the proviso to Section 4.04 of



                                       28
<PAGE>

         the Senior Subordinated Notes Indenture, (iii) $2,631,578.95 of
         principal of Tranche D Term Loans (I.E., an amount equal to the
         principal amount of Tranche A Term Loans (which constituted Original
         Term Loans on their date of incurrence) to be refinanced with the
         proceeds of Tranche D Term Loans) is permitted pursuant to Section 4.04
         of the Senior Subordinated Notes Indenture by virtue of the application
         of (and will be incurred in reliance on) clause (ii) of the definition
         of "Permitted Indebtedness" contained therein, (iv) $12,368,421.05 of
         principal of Tranche D Term Loans (I.E., an amount equal to the
         principal amount of Term Loans (other than those which constituted
         Original Term Loans on their date of incurrence) to be refinanced with
         the proceeds of Tranche D Term Loans) is permitted pursuant to Section
         4.04 of the Senior Subordinated Notes Indenture by virtue of the
         application of (and will be incurred in reliance on) clause (xiii) of
         the definition of "Permitted Indebtedness" contained therein and (v)
         the Indebtedness evidenced by the Tranche D Term Loans (and each Credit
         Event occurring after the Fourth Amendment Effective Date) constitutes,
         or will constitute, as the case may be, "Senior Debt" and "Designated
         Senior Debt" under the Senior Subordinated Notes Indenture;

                  (xiii) the Borrowers shall have paid to the Administrative
         Agent and the Banks all fees, costs and expenses (including, without
         limitation, legal fees and expenses and any breakage costs incurred as
         a result of the repayment of Term Loans as contemplated by clause (xiv)
         below) payable to the Administrative Agent and the Banks to the extent
         then due;

                  (xiv) concurrently with the satisfaction of the last condition
         specified in this Section 5 of Part IV to be satisfied, the U.S.
         Borrower shall have prepaid outstanding Term Loans in an aggregate
         principal amount equal to $15,000,000 pursuant to, and in accordance
         with the requirements of, Section 4.01 of the Credit Agreement (as
         amended hereby);

                  (xv) the Administrative Agent shall have received a
         certificate, dated the Fourth Amendment Effective Date and signed on
         behalf of the U.S. Borrower by an Authorized Officer of the U.S.
         Borrower, stating all of the conditions in clauses (vi), (vii), (viii),
         (xii), (xiii) and (xiv) of this Part IV, Section 5 and Section 6.01 of
         the Credit Agreement have been satisfied on such date; and

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

Unless the Administrative Agent has received actual notice from any Bank that
the conditions contained above have not been met with satisfaction, upon the
satisfaction of the condition described in clauses (xv) and (xvi) of the
immediately preceding sentence and upon the Administrative Agent's good faith
determination that the other conditions described above have been met, the
Fourth Amendment Effective Date shall be deemed to have occurred, regardless of
any subsequent determination that one or more of the conditions thereto had not
been met (although the occurrence of the Fourth Amendment Effective Date shall
not release any Credit Party from any liability for failure to satisfy one or
more of the applicable conditions specified above). The acceptance by the U.S.
Borrower of the proceeds of the extensions of Tranche D Term Loans on the Fourth
Amendment Effective Date shall be deemed to constitute a representation and
warranty by the U.S. Borrower (including, without limitation, for purposes of




                                       29
<PAGE>

Section 10.02 of the Credit Agreement) to the effect that all conditions
contained above in this Section 5 of Part IV of this Amendment have been
satisfied on the Fourth Amendment Effective Date.

                  6. So long as the Fourth Amendment Effective Date occurs, the
U.S. Borrower shall pay to each Bank which has executed a counterpart hereof on
or prior to 12:00 Noon (New York time) on the later to occur of December 14,
2001 or the Fourth Amendment Effective Date, a consent fee equal to 0.25% of the
sum of (x) its Revolving Loan Commitment as in effect on the Fourth Amendment
Effective Date and (y) the aggregate principal amount of its Term Loans (other
than Tranche D Term Loans) outstanding on the Fourth Amendment Effective Date
(after giving effect to the repayment of Term Loans as contemplated by clause
(xiv) of Section 5, Part IV of this Amendment). All fees payable pursuant to the
immediately preceding sentence shall be paid to the Administrative Agent within
one Business Day after the later date specified in the immediately preceding
sentence, which fees shall be distributed by the Administrative Agent to the
relevant Banks in the amounts specified in the immediately preceding sentence.

                  7. From and after the Fourth Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement and the U.S. Security Agreement shall be deemed to be
references to the Credit Agreement or the U.S. Security Agreement, as the case
may be, as modified hereby.

                                      * * *




                                       30
<PAGE>




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

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



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



                               LEVY TRANSPORT LTD./LEVY
                                  TRANSPORT LTEE



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



                               CREDIT SUISSE FIRST BOSTON,
                                   Individually and as Administrative Agent



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



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





                                       31
<PAGE>







                               BANKERS TRUST COMPANY,
                                   Individually and as Syndication Agent



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



                               CITICORP USA, INC.



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



                               LASALLE BANK NATIONAL ASSOCIATION



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



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



                               THE BANK OF NOVA SCOTIA



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




                                       32
<PAGE>




                               PB CAPITAL CORP. (f/k/a BHF-BANK
                                  AKTIENGESELLSCHAFT)



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



                               BALANCED HIGH YIELD FUND II LTD.,
                                   By: ING CAPITAL ADVISORS LLC, as Asset
                                       Manager



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



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



                               BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE,
                                  INC. (f/k/a Creditanstalt Corporate Finance,
                                  Inc.)



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



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




                                       33
<PAGE>




                               ROYAL BANK OF CANADA



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



                               COMERICA BANK, N.A.



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



                               THE MITSUBISHI TRUST AND BANKING CORPORATION



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



                               BANK OF TOKYO-MITSUBISHI TRUST COMPANY



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



                               BANK POLSKA KASA OPIEKI S.A. - PEKAO



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



                                       34
<PAGE>

                               THE PRUDENTIAL INSURANCE COMPANY OF AMERICA



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



                               MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST



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



                               SENIOR DEBT PORTFOLIO
                                   By: Boston Management and Research,
                                         as Investment Advisor

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



                               SANKATY ADVISORS



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



                               ARCHIMEDES FUNDING, L.L.C.



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




                                       35
<PAGE>


                               ARCHIMEDES FUNDING II, L.L.C.



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



                               CERES FINANCE LTD.



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



                               INDOSUEZ CAPITAL FUNDING IIA, LIMITED



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



                               INDOSUEZ CAPITAL FUNDING IV, LP



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



                               KZH ING-2 LLC



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






                                       36
<PAGE>


                               KZH STERLING LLC



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



                               KZH ING-3 LLC



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



                               OASIS COLLATERALIZED HIGH INCOME PORTFOLIO I



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



                               TRANSAMERICA LIFE & ANNUITY COMPANY



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



                               AERIES FINANCE LTD.



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


                                       37
<PAGE>


                               ELC (CAYMAN) LTD.



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



                               ELC (CAYMAN) LTD., CDO SERIES 1999-I



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



                               ELC (CAYMAN) LTD., CDO SERIES 1999-II



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



                               GREAT POINT CLO 1999-I LTD.



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



                               AVALON CAPITAL II



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





                                       38
<PAGE>



                               ARCHIMEDES FUNDING III, L.L.C.



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



                               TEXTRON FINANCIAL CORPORATION



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



                               APEX (IDM) CDO I LTD.



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



                               BRANT POINT CBO 1999-1 LTD.



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



                               BRANT POINT II CBO 2000-1 LTD.



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




                                       39
<PAGE>


                               ELC (CAYMAN) 1999-III



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



                               ELC (CAYMAN) LTD. 2000-I



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



                               INDOSUEZ CAPITAL FUNDING III



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



                               ML CBO IV (CAYMAN), LTD.



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



                               PAM CAPITAL FUNDING LP



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


                                       40
<PAGE>


                               PAMCO CAYMAN LTD.



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



                               SANKATY HIGH YIELD PARTNERS II, LP



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



                               SANKATY HIGH YIELD PARTNERS III, LP



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



                               TRYON CLO 2000-1



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




                                       41
<PAGE>





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

                               AMERICAN TRANSINSURANCE GROUP, INC.


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


                               CAPACITY MANAGEMENT SYSTEMS, INC.


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


                               CHEMICAL LEAMAN CORPORATION


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


                               CHEMICAL LEAMAN TANK LINES, INC.


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


                               CHEMICAL PROPERTIES, INC.


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

                                       42
<PAGE>


                               CLT SERVICES, INC.


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


                               CLM, INC.


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


                               ENVIROPOWER, INC.


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


                               FLEET TRANSPORT COMPANY, INC.


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


                               LAKESHORE LEASING, INC.


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


                                       43
<PAGE>

                               LLI, INC.


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


                               MEXICO INVESTMENTS, INC.


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


                               MTL OF NEVADA

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


                               PICKERING WAY FUNDING CORP.


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


                               POWER PURCHASING, INC.


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


                                       44
<PAGE>

                               QUALA SYSTEMS, INC.


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


                               QUALITY CARRIERS, INC.


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


                               QSI SERVICES, INC.


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


                               TRANSPLASTICS, INC.


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




                                       45
<PAGE>

                                                                      SCHEDULE I
                                     PART A

                          LIST OF BANKS AND COMMITMENTS

                                                           TRANCHE D TERM
                                                                LOAN
                   BANK                                      COMMITMENT
                   ----                                      ----------
Credit Suisse First Boston                                   $15,000,000

Bankers Trust Company                                             0

Salomon Brothers Holding Company Inc.                             0

ABN AMRO Bank N.V.                                                0

The Bank of Nova Scotia                                           0

BHF-Bank Aktiengesellschaft                                       0

Creditanstalt Corporate Finance, Inc.                             0

Comerica Bank, N.A.                                               0

The Mitsubishi Trust and Banking                                  0
  Corporation
<PAGE>
                                                                      SCHEDULE I
                                                                       Page 2


                                                           TRANCHE D TERM
                                                                LOAN
                   BANK                                      COMMITMENT
                   ----                                      ----------

Bank of Tokyo-Mitsubishi Trust Company                            0

Royal Bank of Canada                                              0

Societe Generale                                                  0

Bank Polska Kasa Opieki S.A. - Pekao                              0

Balanced High Yield Fund II, Ltd.                                 0

Metropolitan Life Insurance Company                               0

Prudential Insurance Company of America                           0

National Westminster Bank Plc                                     0

BankBoston, N.A.                                                  0
<PAGE>
                                                                      SCHEDULE I
                                                                       Page 3


                                                           TRANCHE D TERM
                                                                LOAN
                   BANK                                      COMMITMENT
                   ----                                      ----------


Morgan Stanley Dean Witter Prime Income                           0
  Trust

KZH Soleil LLC                                                    0

Canadian Imperial Bank of Commerce                                0

Oxford Strategic Income Fund                                      0

Senior Debt Portfolio                                             0

Sankaty High Yield Asset Partners, L.P.                           0

Merrill Lynch, Pierce Fenner & Smith                              0
  Incorporated

Total                                                        15,000,000



<PAGE>




                                                                     EXHIBIT B-8


                           FORM OF TRANCHE D TERM NOTE

$_____________                                               New York, New York
                                                             __________ ___, ___


                  FOR VALUE RECEIVED, QUALITY DISTRIBUTION, INC. (f/k/a MTL,
Inc.), a Florida corporation (the "U.S. Borrower"), hereby promises to pay to
the order of __________ or its registered assigns (the "Bank"), in lawful money
of the United States of America in immediately available funds, at the Payment
Office (as defined in the Agreement referred to below) initially located at 11
Madison Avenue, New York, York 10010 on the Tranche D Term Loan Maturity Date
(as defined in the Agreement) the principal sum of ______________________ U.S.
DOLLARS ($__________) or, if less, the unpaid principal amount of all Tranche D
Term Loans (as defined in the Agreement) made by the Bank pursuant to the
Agreement payable at such times and in such amounts as are specified in the
Agreement.

                  The U.S. Borrower promises to pay interest on the unpaid
principal amount of each Tranche D Term Loan made by the Bank in like money at
said office from the date hereof until paid at the rates and at the times
provided in Section 1.08 of the Agreement.

                  This Note is one of the Tranche D Term Notes referred to in
the Credit Agreement, dated as of June 9, 1998 and amended and restated as of
August 28, 1998, among the U.S. Borrower, Levy Transport Ltd./Levy Transport
Ltee, the financial institutions from time to time party thereto (including the
Bank), ABN AMRO Bank N.V., The Bank of Nova Scotia, BHF-Bank Aktiengesellschaft,
Creditanstalt Corporate Finance, Inc. and Royal Bank of Canada, as Co-Agents,
Salomon Brothers Holding Company Inc, as Documentation Agent, Bankers Trust
Company, as Syndication Agent, and Credit Suisse First Boston, as Administrative
Agent (as so amended and restated and as the same may be further amended,
amended and restated, modified and/or supplemented from time to time, the
"Agreement") and is entitled to the benefits thereof and of the other Credit
Documents (as defined in the Agreement). This Note is secured by the U.S.
Security Documents (as defined in the Agreement) and is entitled to the benefits
of the U.S. Subsidiaries Guaranty (as defined in the Agreement). As provided in
the Agreement, this Note is subject to voluntary prepayment and mandatory
repayment prior to the Tranche D Term Loan Maturity Date, in whole or in part,
and Tranche D Term Loans may be converted from one Type (as defined in the
Agreement) into another Type to the extent provided in the Agreement.

                  In case an Event of Default (as defined in the Agreement)
shall occur and be continuing, the principal of and accrued interest on this
Note may be declared to be due and payable in the manner and with the effect
provided in the Agreement.

                  The U.S. Borrower hereby waives presentment, demand, protest
or notice of any kind in connection with this Note.


<PAGE>
                                                                     EXHIBIT B-8
                                                                       Page 2


                  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

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


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

<PAGE>




                                                                       EXHIBIT L


                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

                                                            DATE: ________, ____


                  Reference is made to the Credit Agreement described in Item 2
of Annex I annexed hereto (as such Credit Agreement may hereafter be amended,
modified or supplemented from time to time, the "Credit Agreement"). Unless
defined in Annex I attached hereto, terms defined in the Credit Agreement are
used herein as therein defined. _____________ (the "Assignor") and
______________ (the "Assignee") hereby agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee
without recourse and without representation or warranty (other than as expressly
provided herein), and the Assignee hereby purchases and assumes from the
Assignor, that interest in and to all of the Assignor's rights and obligations
under the Credit Agreement as of the date hereof which represents the percentage
interest specified in Item 4 of Annex I (the "Assigned Share") of all of the
outstanding rights and obligations under the Credit Agreement relating to the
Tranches indicated in Item 4 of Annex I, including, without limitation, (i) in
the case of any assignment of all or any portion of outstanding Tranche A Term
Loans, all rights and obligations with respect to the Assigned Share of all then
outstanding Tranche A Term Loans, (ii) in the case of any assignment of all or
any portion of outstanding Tranche B Term Loans, all rights and obligations with
respect to the Assigned Share of all then outstanding Tranche B Term Loans,
(iii) in the case of any assignment of all or any portion of outstanding Tranche
C Term Loans, all rights and obligations with respect to the Assigned Share of
all then outstanding Tranche C Term Loans, (iv) in the case of any assignment of
all or any portion of outstanding Tranche D Term Loans, all rights and
obligations with respect to the Assigned Share of all then outstanding Tranche D
Term Loans and (v) in the case of any assignment of all or any portion of the
Total Revolving Loan Commitment, all rights and obligations with respect to (x)
the Assigned Share of the Total Revolving Loan Commitment, (y) the Assigned
Share or Shares, as the case may be, of the related Canadian Revolving Loan
Sub-Commitment and/or Non-Canadian Revolving Loan Sub-Commitment (it being
understood that the aggregate amount of the assigned portion of the Canadian
Revolving Loan Sub-Commitment and/or Non-Canadian Revolving Loan Sub-Commitment
must equal the amount of the assigned Revolving Loan Commitment) and (z) the
Assigned Share of all then outstanding Revolving Loans and Letters of Credit.
After giving effect to such sale and assignment, the Assignee's Revolving Loan
Commitment, Canadian Revolving Loan Sub-Commitment and/or Non-Canadian Revolving
Loan Sub-Commitment and the amount of the outstanding Tranche A Term Loans,
Tranche B Term Loans, Tranche C Term Loans and/or Tranche D Term Loans owing to
the Assignee will be as set forth in Item 4 of Annex I.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the other Credit Documents or the execution, legality,


<PAGE>
                                                                       EXHIBIT L
                                                                        Page 2


validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or the other Credit Documents or any other instrument or document
furnished pursuant thereto; and (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the U.S.
Borrower or any of its Subsidiaries or the performance or observance by the U.S.
Borrower or any of its Subsidiaries of any of its obligations under the Credit
Agreement or the other Credit Documents or any other instrument or document
furnished pursuant thereto.

                  3. The Assignee (i) represents and warrants that it is duly
authorized to enter into and perform the terms of this Assignment and Assumption
Agreement; (ii) confirms that it has received a copy of the Credit Agreement and
the other Credit Documents, together with copies of the financial statements
referred to therein and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption Agreement; (iii) agrees that it will, independently
and without reliance upon the Documentation Agent, the Syndication Agent, the
Administrative Agent, the Assignor or any other Bank 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 the Credit Agreement;
(iv) appoints and authorizes the Documentation Agent, the Syndication Agent, the
Administrative Agent and the Collateral Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement and the other
Credit Documents as are delegated to the Documentation Agent, the Syndication
Agent, the Administrative Agent and the Collateral Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (v) confirms
that it is a parent company and/or an affiliate of the Assignor or an Eligible
Transferee under Section 13.04(b) of the Credit Agreement; (vi) in the event the
Assignee is purchasing outstanding Tranche D Term Loans pursuant to this
Assignment and Assumption Agreement, agrees to be bound by, and subject to the
terms of, the Put and Call Agreement as a "Tranche D Bank"; [and] (vii) agrees
that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Agreement are required to be performed by it as a
Bank[; and (viii) attaches the forms described in Section 13.04(b) of the Credit
Agreement].(1)

                  4. Following the execution of this Assignment and Assumption
Agreement by the Assignor and the Assignee, an executed original hereof
(together with all attachments) will be delivered to the Administrative Agent.
The effective date of this Assignment and Assumption Agreement shall be (x) the
date upon which all of the following conditions have been satisfied: (i) the
execution hereof by the Assignor and the Assignee, (ii) the consent hereto by
the Administrative Agent, the U.S. Borrower and each Letter of Credit Issuer to
the extent required by Section 13.04(b) of the Credit Agreement, (iii) the
receipt by the Administrative Agent of the assignment fee referred to in Section
13.04(b) of the Credit Agreement, and (iv) the recordation of the assignment
effected hereby on the Register by the Administrative Agent as provided in
Section 13.17 of the Credit Agreement, or (y) such later date as is otherwise
specified in Item 5 of Annex I hereto (the "Settlement Date").

                  5. Upon the delivery of a fully executed original hereof to
the Administrative Agent, as of the Settlement Date, (i) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Assumption Agreement, have the rights and obligations of a Bank thereunder and


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

(1)   If the Assignee is a U.S. Bank organized under the laws of a jurisdiction
      outside the United States.


<PAGE>
                                                                       EXHIBIT L
                                                                        Page 3

under the other Credit Documents and (ii) the Assignor shall, to the extent
provided in this Assignment and Assumption Agreement, relinquish its rights and
be released from its obligations under the Credit Agreement and the other Credit
Documents.

                  6. It is agreed that upon the effectiveness hereof, the
Assignee shall be entitled to (w) all interest on the Assigned Share of the
outstanding Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans,
Tranche D Term Loans and/or Revolving Loans at the rates specified in Item 6 of
Annex I, (y) all Commitment Fees (if applicable) on the Assigned Share of the
Total Revolving Loan Commitment at the rate specified in Item 7 of Annex I and
(z) all Letter of Credit Fees (if applicable) on the Assignee's participation in
all Letters of Credit at the rate specified in Item 8 of Annex I, which, in each
case, accrue on and after the Settlement Date, such interest and, if applicable,
Commitment Fees and Letter of Credit Fees, to be paid by the Administrative
Agent, upon receipt thereof from the respective Borrower or Borrowers directly
to the Assignee. It is further agreed that all payments of principal made on the
Assigned Share of the outstanding Tranche A Term Loans, Tranche B Term Loans,
Tranche C Term Loans, Tranche D Term Loans and/or Revolving Loans which occur on
and after the Settlement Date will be paid directly by the Administrative Agent
to the Assignee. Upon the Settlement Date, the Assignee shall pay to the
Assignor an amount specified by the Assignor in writing which represents the
Assigned Share of the principal amount of the Tranche A Term Loans, Tranche B
Term Loans, Tranche C Term Loans, Tranche D Term Loans and/or Revolving Loans
which are outstanding on the Settlement Date, net of any closing costs. The
Assignor and the Assignee shall make all appropriate adjustments in payments
under the Credit Agreement for periods prior to the Settlement Date directly
between themselves.

                  7. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


<PAGE>
                                                                       EXHIBIT L
                                                                        Page 4


                  IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Assumption Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written, such execution
also being made on Annex I hereto.

                                                   [NAME OF ASSIGNOR],
                                                   as Assignor

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

                                                   [NAME OF ASSIGNEE],
                                                   as Assignee

                                                   By
                                                     ---------------------------
                                                      Name:
                                                      Title:
Acknowledged and Agreed:

[CREDIT SUISSE FIRST BOSTON,
  as Administrative Agent

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


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


By
  --------------------------
    Name:
    Title:](2)

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

(2)   The consent of each of the Administrative Agent and, so long as no Default
      or Event of Default is then in existence, the U.S. Borrower is required in
      connection with any assignment to an Eligible Transferee pursuant to
      clause (y) of Section 13.04(b) of the Credit Agreement (which consent, in
      either case, shall not be unreasonably withheld or delayed).



<PAGE>

                                                                       EXHIBIT L
                                                                        Page 5



[NAME OF EACH LETTER OF CREDIT ISSUER,
  as Letter of Credit Issuer

By                                ](3)
  --------------------------------
    Name:
    Title:









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

(3)   The consent of each Letter of Credit Issuer is required in connection with
      any assignment of Non-Canadian Revolving Loan Sub-Commitments to an
      Eligible Transferee pursuant to clause (y) of Section 13.04(b) of the
      Credit Agreement (which consent shall not be unreasonably withheld or
      delayed).

<PAGE>



                                                                         ANNEX I



1.       The Borrowers:   Quality Distribution, Inc. (f/k/a MTL, Inc.) (the
                          "U.S. Borrower") and Levy Transport Ltd./Levy
                          Transport Ltee

2.       Name and Date of Credit Agreement:

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

3.       Date of Assignment Agreement:

4.       Amounts (as of date of item #3 above):
<TABLE>
<CAPTION>

========================= ============= ============= ============== ============== ============== ============== ================
                                                                                                   Total          Total Non-
                          Outstanding   Outstanding   Outstanding    Outstanding    Total          Canadian       Canadian
                          Principal     Principal     Principal of   Principal of   Revolving      Revolving      Revolving Loan
                          of Tranche A  of Tranche B  Tranche C      Tranche D      Loan           Loan           Sub-Commitment
                          Term Loans    Term Loans    Term Loans     Term Loans     Commitment     Sub-Commitment
------------------------- ------------- ------------- -------------- -------------- -------------- -------------- ----------------

<S>                       <C>           <C>           <C>            <C>            <C>            <C>            <C>
a.  Aggregate Amount for  $_______      $_______      $_______       $________      $_______       $_______       $_______
    all Banks
------------------------- ------------- ------------- -------------- -------------- -------------- -------------- ----------------

b.  Assigned Share        _____%        _____%        _____%         _________%     _____%         _____%         _____%
------------------------- ------------- ------------- -------------- -------------- -------------- -------------- ----------------

c.  Amount of Assigned    $_______      $_______      $_______       $________      $_______       $_______       $_______
    Share
========================= ============= ============= ============== ============== ============== ============== ================
</TABLE>

5.  Settlement Date:

6.  Rate of Interest
    to the Assignee:          As set forth in Section 1.08 of the Credit
                              Agreement (unless otherwise agreed to by the
                              Assignor and the Assignee)(1)

7.  Commitment Fees
    to the Assignee:          As set forth in Section 3.01(a) of the Credit
                              Agreement (unless otherwise agreed to by the
                              Assignor and the Assignee)(2)



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

(1)   The Borrowers and the Administrative Agent shall direct the entire amount
      of the interest to the Assignee at the rate set forth in Section 1.08 of
      the Credit Agreement, with the Assignor and the Assignee effecting any
      agreed upon sharing of interest through payments by the Assignee to the
      Assignor.

(2)   Insert "Not Applicable" in lieu of text if no portion of the Total
      Revolving Loan Commitment is being assigned. Otherwise, the Borrowers and
      the Administrative Agent shall direct the entire amount of the Commitment
      Fees to the Assignee at the rate set forth in Section 3.01(a) of the
      Credit Agreement, with the Assignor and the Assignee effecting any agreed
      upon sharing of the Commitment Fees through payment by the Assignee to the
      Assignor.

<PAGE>



                                                                         ANNEX I
                                                                         Page 2




8.  Letter of
    Credit Fees to
    the Assignee:             As set forth in Section 3.01(b) of the Credit
                              Agreement (unless otherwise agreed to by the
                              Assignor and the Assignee)(3)


9.  Notice:

             ASSIGNEE:

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

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

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

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

                  Attention:
                  Telephone:
                  Facsimile:
                  Reference:

                  ASSIGNOR:

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

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

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

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

                  Attention:
                  Telephone:
                  Facsimile:
                  Reference:



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

(3)   Insert "Not Applicable" in lieu of text if no portion of the Total
      Non-Canadian Revolving Loan Sub-Commitment is being assigned. Otherwise,
      the U.S. Borrower and the Administrative Agent shall direct the entire
      amount of the Letter of Credit Fees to the Assignee at the rate set forth
      in Section 3.01(b) of the Credit Agreement, with the Assignor and the
      Assignee effecting any agreed upon sharing of Letter of Credit Fees
      through payment by the Assignee to the Assignor.
<PAGE>



                                                                         ANNEX I
                                                                         Page 3




10.      Payment Instructions:

                  ASSIGNEE:

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

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

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

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

                  Attention:
                  Reference:

                  ASSIGNOR:

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

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

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

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

                  Attention:
                  Reference:

Accepted and Agreed:

[NAME OF ASSIGNEE]                          [NAME OF ASSIGNOR]


By                                          By
   ------------------------                   -------------------------

   ------------------------                   -------------------------
   (Print Name and Title)                     (Print Name and Title)



<PAGE>


                                                                       EXHIBIT O