<PAGE>
================================================================================

                                                               EXECUTION VERSION

                                                                    EXHIBIT 10.1

                                 (JPMORGAN LOGO)

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                   DATED AS OF
                                 AUGUST 5, 2005

                                      AMONG

                           MAVERICK TUBE CORPORATION,
              CERTAIN OF ITS SUBSIDIARIES AS THE US BORROWERS, AND
              CERTAIN OF ITS SUBSIDIARIES AS THE CANADIAN BORROWERS

                                       AND

                   JPMORGAN CHASE BANK, N.A., INDIVIDUALLY AND
               AS AN ISSUING BANK AND AS THE ADMINISTRATIVE AGENT,

                                       AND

                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
  INDIVIDUALLY AND AS AN ISSUING BANK AND AS THE CANADIAN ADMINISTRATIVE AGENT,

                                       AND

              THE CIT GROUP/BUSINESS CREDIT, INC., INDIVIDUALLY AND
                            AS THE SYNDICATION AGENT

                                       AND

             GENERAL ELECTRIC CAPITAL CORPORATION, INDIVIDUALLY AND
                           AS THE DOCUMENTATION AGENT

                                       AND

  BANK OF AMERICA, N.A., U.S. BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA,
       WELLS FARGO FOOTHILL, LLC AND NATIONAL CITY BUSINESS CREDIT, INC.,
                       EACH INDIVIDUALLY AND AS A CO-AGENT

                                       AND

                             FINANCIAL INSTITUTIONS,
                         NOW OR HEREAFTER PARTIES HERETO
                                 AS THE LENDERS

                       DOMESTIC REVOLVING CREDIT FACILITY
                MULTI-CURRENCY CANADIAN REVOLVING CREDIT FACILITY

                           J.P. MORGAN SECURITIES INC.
                     SOLE BOOKRUNNER AND SOLE LEAD ARRANGER

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        --------
<S>                                                                     <C>
                                    ARTICLE 1
                            DEFINITIONS; CONSTRUCTION

Section 1.1     Definitions..........................................        3
Section 1.2     Additional Definitions...............................       38
Section 1.3     Other Definitional Terms.............................       38

                                    ARTICLE 2
                            AMOUNT AND TERMS OF LOANS

Section 2.1     Loans and Commitments................................       38
Section 2.2     Borrowing Requests...................................       40
Section 2.3     Letters of Credit....................................       40
Section 2.4     Disbursement of Funds................................       45
Section 2.5     Interest.............................................       47
Section 2.6     Bankers' Acceptances.................................       47
Section 2.7     Repayment of Loans...................................       49
Section 2.8     Voluntary Termination or Reduction of Revolving
                Credit Commitments...................................       52
Section 2.9     Mandatory Prepayments; Voluntary Prepayments;
                Order of Application.................................       52
Section 2.10    Continuation and Conversion Options..................       56
Section 2.11    Fees.................................................       58
Section 2.12    Payments, etc........................................       59
Section 2.13    Interest Rate Not Ascertainable, etc.................       60
Section 2.14    Illegality...........................................       60
Section 2.15    Increased Costs......................................       61
Section 2.16    Change of Lending Office.............................       63
Section 2.17    Funding Losses.......................................       63
Section 2.18    Sharing of Payments, etc.............................       63
Section 2.19    Taxes................................................       64
Section 2.20    Pro Rata Treatment...................................       66
Section 2.21    Replacement of Lenders...............................       66
Section 2.22    Advances of Revolving Credit Loans to Satisfy
                Lender Indebtedness..................................       66
Section 2.23    Joint and Several Liability of US Borrowers;
                Rights of Contribution among US Borrowers............       67
Section 2.24    Participations in US Swingline Loans.................       68
Section 2.25    Increase of Commitments..............................       68

                                    ARTICLE 3
                            CONDITIONS TO BORROWINGS

Section 3.1     Acknowledgment of Closing Deliveries.................       70
Section 3.2     Closing..............................................       72
Section 3.3     Conditions Precedent to All Loans and Letters of
                Credit...............................................       73

                                    ARTICLE 4
                                    SECURITY

Section 4.1     Security Granted by US Credit Parties................       74
Section 4.2     Security Granted by Canadian Credit Parties..........       74
Section 4.3     Establishment of US Lockbox..........................       74
Section 4.4     Establishment of Canadian Lockbox....................       75
Section 4.5     Establishment of US Blocked Account..................       75
Section 4.6     Establishment of Canadian Blocked Account............       75
</TABLE>


                                                                               i

<PAGE>

<TABLE>
<S>                                                                     <C>
Section 4.7     Application of Proceeds of US Blocked Account........       76
Section 4.8     Application of Proceeds of Canadian Blocked Account..       76

                                    ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES

Section 5.1     Organizational Existence.............................       76
Section 5.2     Organizational Power and Authorization...............       76
Section 5.3     Binding Obligations..................................       76
Section 5.4     No Legal Bar or Resultant Lien.......................       77
Section 5.5     No Consent...........................................       77
Section 5.6     Financial Information................................       77
Section 5.7     Litigation...........................................       78
Section 5.8     Use of Proceeds......................................       78
Section 5.9     US Employee Benefits.................................       78
Section 5.10    Canadian Employee Benefits...........................       79
Section 5.11    Taxes; Governmental Charges..........................       79
Section 5.12    Titles, etc..........................................       80
Section 5.13    Defaults.............................................       80
Section 5.14    Casualties; Taking of Properties.....................       80
Section 5.15    Compliance with the Law..............................       80
Section 5.16    No Material Misstatements............................       80
Section 5.17    Investment Company Act...............................       80
Section 5.18    Public Utility Holding Company Act...................       81
Section 5.19    Capital Structure....................................       81
Section 5.20    Insurance............................................       81
Section 5.21    Environmental Matters................................       81
Section 5.22    Solvency.............................................       82
Section 5.23    Employee Matters.....................................       82
Section 5.24    Real Property........................................       82
Section 5.25    Perfection Certificate; Schedules to other
                Financing Documents..................................       82
Section 5.26    Existing Indebtedness................................       83
Section 5.27    Target Purchase Documents............................       83
Section 5.28    Regulation H.........................................       83

                                    ARTICLE 6
                              AFFIRMATIVE COVENANTS

Section 6.1     Maintenance and Compliance, etc......................       83
Section 6.2     Payment of Taxes and Claims, etc.....................       84
Section 6.3     Further Assurances...................................       84
Section 6.4     Performance of Obligations...........................       84
Section 6.5     Insurance............................................       84
Section 6.6     Accounts and Records.................................       84
Section 6.7     Right of Inspection..................................       84
Section 6.8     Operation and Maintenance of Property................       85
Section 6.9     New Subsidiaries; Additional Liens...................       85
Section 6.10    Reporting Covenants..................................       85

                                    ARTICLE 7
                               NEGATIVE COVENANTS

Section 7.1     Financial Covenants..................................       89
Section 7.2     Indebtedness.........................................       89
Section 7.3     Liens................................................       90
</TABLE>


                                                                              ii

<PAGE>

<TABLE>
<S>                                                                     <C>
Section 7.4     Mergers, Consolidations, etc.........................       91
Section 7.5     Asset Dispositions...................................       91
Section 7.6     Restricted Payments..................................       92
Section 7.7     Investments, Loans, etc..............................       93
Section 7.8     Sales and Leasebacks.................................       94
Section 7.9     Nature of Business...................................       94
Section 7.10    ERISA Compliance.....................................       94
Section 7.11    Canadian Plan Compliance.............................       95
Section 7.12    Negative Pledge Agreements...........................       96
Section 7.13    Transactions with Affiliates.........................       96
Section 7.14    Equity...............................................       96
Section 7.15    Capital Expenditures.................................       96
Section 7.16    Restriction on Intercompany Transactions.............       97
Section 7.17    Acquisitions.........................................       97
Section 7.18    Fiscal Year..........................................       97
Section 7.19    Exchange Notes.......................................       97
Section 7.20    Accounts.............................................       98
Section 7.21    Swap Agreements......................................       98

                                    ARTICLE 8
                                EVENTS OF DEFAULT

Section 8.1     Payments.............................................       98
Section 8.2     Covenants Without Notice.............................       98
Section 8.3     Other Covenants......................................       98
Section 8.4     Other Financing Document Obligations.................       98
Section 8.5     Representations......................................       99
Section 8.6     Non-Payments of Other Indebtedness...................       99
Section 8.7     Defaults Under Other Agreements......................       99
Section 8.8     Bankruptcy Under US Law..............................       99
Section 8.9     Bankruptcy Under Canadian Law........................       99
Section 8.10    Money Judgment.......................................      100
Section 8.11    Discontinuance of Business...........................      100
Section 8.12    Financing Documents..................................      100
Section 8.13    Change of Control....................................      101

                                    ARTICLE 9
                                   THE AGENTS

Section 9.1     Appointment of Agents................................      101
Section 9.2     Rights and Powers....................................      101
Section 9.3     Limitation of Duties of Agents.......................      102
Section 9.4     Reliance by Agents...................................      102
Section 9.5     Delegation of Duties; Sub Agents.....................      102
Section 9.6     Resignation; Successor Agent.........................      102
Section 9.7     Lack of Reliance on Agents...........................      103
Section 9.8     Reports..............................................      103

                                   ARTICLE 10
                                  MISCELLANEOUS

Section 10.1    Notices..............................................      103
Section 10.2    Amendments and Waivers...............................      104
Section 10.3    No Waiver; Remedies Cumulative.......................      105
Section 10.4    Payment of Expenses, Indemnities, etc................      105
</TABLE>


                                                                             iii

<PAGE>

<TABLE>
<S>                                                                     <C>
Section 10.5    Right of Setoff......................................      108
Section 10.6    Benefit of Agreement.................................      108
Section 10.7    Successors and Assigns; Participations and
                Assignments..........................................      108
Section 10.8    Governing Law; Submission to Jurisdiction; etc.......      111
Section 10.9    Independent Nature of Lenders' Rights................      112
Section 10.10   Invalidity...........................................      112
Section 10.11   Renewal, Extension or Rearrangement..................      113
Section 10.12   Confidentiality......................................      113
Section 10.13   Interest.............................................      113
Section 10.14   Entire Agreement.....................................      114
Section 10.15   Attachments..........................................      114
Section 10.16   Counterparts.........................................      114
Section 10.17   Survival of Indemnities..............................      114
Section 10.18   Headings Descriptive.................................      114
Section 10.19   Satisfaction Requirement.............................      114
Section 10.20   Exculpation Provisions...............................      115
Section 10.22   No Financial Assistance by Canadian Credit Parties...      115
Section 10.23   Missouri Law Provision...............................      116
</TABLE>

<TABLE>
<S>             <C>
SCHEDULES
Schedule 5.9    US Employee Benefits Disclosures
Schedule 5.15   Compliance with Laws
Schedule 5.19   Capital Structure
Schedule 5.20   Insurance
Schedule 5.21   Environmental Matters
Schedule 5.23   Employee Matters
Schedule 5.24   Real Property Locations
Schedule 5.26   Indebtedness
Schedule 7.2    Permitted Indebtedness
Schedule 7.3    Permitted Liens
Schedule 7.7    Permitted Investments
Schedule 7.9    Nature of Business
Schedule 7.12   Negative Pledge Agreements
Schedule 7.16   Restriction on Intercompany Transactions

EXHIBITS
Exhibit A       Form of Assignment and Assumption
Exhibit B-1     Form of US Borrowing Base Report
Exhibit B-2     Form of Canadian Borrowing Base Report
Exhibit C-1     Form of Borrowing Request (US Revolving Credit Loan)
Exhibit C-2     Form of Borrowing Request (Canadian Revolving Credit Loans)
Exhibit C-3     Form of Request  for US Letters of Credit
Exhibit C-4     Form of Request for Canadian Letters of Credit
Exhibit C-5     Form of Borrowing Request (US Swingline Loans)
Exhibit D-1     Form of Canadian Real Estate Mortgage
Exhibit D-2     Form of Canadian Assignment of Leases and Rents
Exhibit E       Form of Canadian Security Agreement
Exhibit F       Form of Commitment Increase Agreement
Exhibit G       Form of Guaranty and Security Agreement
Exhibit H       Form of New Lender Agreement
</TABLE>


                                                                              iv

<PAGE>

<TABLE>
<S>             <C>
Exhibit I       Form of Perfection Certificate Update
Exhibit J       Form of US Real Estate Mortgage
Exhibit K       Form of B/A Equivalent Note
Exhibit L       Form of Borrower Joinder Agreement
Exhibit M       Form of Compliance Certificate
Exhibit N-1     Form of Interim Account Report (US Borrowers)
Exhibit N-2     Form of Interim Account Report (Canadian Borrowers)
Exhibit O-1     Form of Inventory Designation Report (US Borrowers)
Exhibit O-2     Form of Inventory Designation Report (Canadian Borrowers)
Exhibit P       Form of Certificate of Effectiveness
</TABLE>


                                                                               v

<PAGE>

                              LIST OF DEFINED TERMS

<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        --------
<S>                                                                     <C>
$....................................................................       15
ABR..................................................................        3
Acceptance Fee.......................................................        3
Account Party........................................................        3
Activation Notice (Canadian).........................................        3
Activation Notice (US)...............................................        3
Activation Period....................................................        3
Adjusted Interest Expense............................................        3
Adjusted LIBO Rate...................................................        4
Administrative Agent.................................................        4
Advance Notice.......................................................        4
Affiliate............................................................        4
Agent................................................................        4
Agents...............................................................        4
Aggregate Canadian Revolving Credit Exposure.........................        4
Aggregate Revolving Credit Exposure..................................        5
Aggregate US Revolving Credit Exposure...............................        5
Agreement............................................................        5
Alternate Base Rate..................................................        5
Amended and Restated Guaranty and Security Agreement.................       24
applicable law.......................................................      116
Applicable Percentage................................................        5
Applicable Rate......................................................        5
Application..........................................................        6
Approved Fund........................................................        6
Assignment and Assumption............................................        6
Availability Reserves................................................        6
Average Collateral Availability......................................        6
B/A..................................................................        6
B/A Cover............................................................        6
B/A Equivalent Note..................................................        6
B/A Loan.............................................................        7
Bailee...............................................................        7
Bailee Letter........................................................        7
Bankruptcy Code......................................................        7
Base Value...........................................................        7
Beneficially Own.....................................................       13
Blocked Account......................................................        7
Board................................................................        7
Borrower.............................................................        1
Borrower Joinder Agreement...........................................       87
Borrowers............................................................        1
Borrowing............................................................        7
Borrowing Base Report................................................        7
Borrowing Request....................................................        7
Business Day.........................................................        7
C$...................................................................        8
C$ Denominated Loan..................................................        8
</TABLE>


                                                                              vi

<PAGE>

<TABLE>
<S>                                                                     <C>
C&P..................................................................        1
Canadian Administrative Agent........................................        8
Canadian Administrative Agent Overline...............................       54
Canadian Blocked Account.............................................        8
Canadian Blocked Account Agreement...................................        8
Canadian Borrower....................................................        1
Canadian Borrowers...................................................        8
Canadian Borrowing Base..............................................        8
Canadian Credit Party................................................        9
Canadian Employee Funding Liability Reserve..........................        9
Canadian Excess Availability.........................................        9
Canadian Fixed Asset Component.......................................        9
Canadian Fixed Asset Reduction Amount................................        9
Canadian Funding Amount..............................................        9
Canadian Lender......................................................       10
Canadian Lender Indebtedness.........................................       10
Canadian Letter of Credit............................................       10
Canadian Letter of Credit Liabilities................................       10
Canadian Letters of Credit...........................................       10
Canadian Loans.......................................................       10
Canadian Lockbox.....................................................       10
Canadian Lockbox Accounts............................................       10
Canadian Lockbox Bank................................................       10
Canadian Maximum Available Amount....................................       10
Canadian Overadvance.................................................       10
Canadian Overadvances................................................       56
Canadian Prime Rate..................................................       10
Canadian Prime Rate Loans............................................       11
Canadian Priority Claims Reserve.....................................       11
Canadian Real Estate Mortgage........................................       11
Canadian Revolving Credit Commitment.................................       11
Canadian Revolving Credit Commitments................................       41
Canadian Revolving Credit Exposure...................................       11
Canadian Revolving Credit Loan.......................................       11
Canadian Revolving Credit Percentage.................................       11
Canadian Security Agreement..........................................       11
Capital Expenditures.................................................       11
Capital Lease Obligations............................................       12
Cash Management Affiliate............................................       12
Cash Management Agreement............................................       12
Cash Management Products.............................................       12
Cash Management Reserves.............................................       12
CDOR Rate............................................................       12
CERCLA...............................................................       21
Certificate of Effectiveness.........................................       13
Change of Control....................................................       13
Closing Date.........................................................       13
Closing Transactions.................................................       13
Code.................................................................       13
Collateral...........................................................       13
Collateral Availability..............................................       14
</TABLE>


                                                                             vii

<PAGE>

<TABLE>
<S>                                                                         <C>
Combined Revolving Credit Commitment.................................       14
Commitment...........................................................       14
Commitment Increase Agreement........................................       14
Commitment Increase Notice...........................................       70
Commitments..........................................................       14
Company..............................................................        1
Contract Period......................................................       14
Control..............................................................       14
Controlled...........................................................       14
Controlling..........................................................       14
Cost.................................................................       14
Credit Agreement.....................................................        2
Credit Parties.......................................................       14
Credit Party.........................................................       14
Current Information..................................................       14
Dated Assets.........................................................       14
Dated Liabilities....................................................       15
Default..............................................................       15
Dilution.............................................................       15
Dilution Percentage..................................................       15
Disbursement Account.................................................       15
Discount Proceeds....................................................       15
Discount Rate........................................................       15
disposal.............................................................       21
disposed.............................................................       21
Documentary Letter of Credit.........................................       15
Dollar...............................................................       15
Dollar Denominated Loans.............................................       15
Dollar Equivalent....................................................       15
EBITDA...............................................................       15
Eligible Account.....................................................       16
Eligible Account Advance Percentage..................................       18
Eligible Bill and Hold Accounts......................................       18
Eligible Equipment...................................................       18
Eligible Included-In-Transit Inventory...............................       19
Eligible Inventory...................................................       19
Eligible Real Property...............................................       20
Environmental Laws...................................................       21
Equity...............................................................       21
ERISA................................................................       21
ERISA Affiliate......................................................       21
ERISA Termination Event..............................................       21
Eurodollar...........................................................       22
Event of Default.....................................................       22
Excess Availability..................................................       22
Exchange Note Documents..............................................       22
Exchange Notes.......................................................       22
Exchange Notes Indenture.............................................       22
Exchangeco...........................................................        1
Excluded Taxes.......................................................       22
Existing Borrowers...................................................        1
</TABLE>


                                                                            viii

<PAGE>

<TABLE>
<S>                                                                        <C>
Existing Credit Agreement............................................        1
Existing Financing Documents.........................................        2
Existing Indebtedness................................................       23
Federal Funds Effective Rate.........................................       23
Fee Letter...........................................................       23
Financial Statements.................................................       23
Financing Documents..................................................       23
Financing Parties....................................................      115
Fiscal Quarter.......................................................       23
Fiscal Year..........................................................       23
Fixed Charge Coverage Ratio..........................................       23
Foreign Lender.......................................................       24
Funded Indebtedness..................................................       24
GAAP.................................................................       24
Governmental Authority...............................................       24
Governmental Requirement.............................................       24
Group................................................................       13
hazardous substance..................................................       21
Highest Lawful Rate..................................................       24
Holding..............................................................        1
Included-In-Transit Inventory........................................       24
Indebtedness.........................................................       25
Indemnified Taxes....................................................       25
Information..........................................................      115
Interest Expense.....................................................       25
Interest Payment Date................................................       26
Interest Period......................................................       26
International Holdings...............................................        1
Inventory Advance Percentage.........................................       26
Investment...........................................................        1
Issuing Bank.........................................................       26
JPMorgan.............................................................       26
JPMorgan Canada......................................................       26
Judgment Conversion Date.............................................      114
Judgment Currency....................................................      113
L/C Cover............................................................       27
Landlord Consent and Subordination Agreement.........................       26
Landlord Waiver Agreement............................................       27
laws applicable to any Financing Party...............................      116
Lender...............................................................        1
Lender Indebtedness..................................................       27
Lenders..............................................................        1
Lending Office.......................................................       27
Letter of Credit.....................................................       27
Letter of Credit Liabilities.........................................       27
Letters of Credit....................................................       27
LIBO Rate............................................................       27
Lien.................................................................       28
Loan.................................................................       28
Loans................................................................       28
Lockbox..............................................................       28
</TABLE>


                                                                              ix

<PAGE>

<TABLE>
<S>                                                                        <C>
Lockbox Agreement....................................................       28
losses...............................................................       65
Margin Stock.........................................................       28
Material Adverse Effect..............................................       28
Maturity Date........................................................       28
Maverick GP LLC......................................................        1
Maverick International...............................................       29
Mortgaged Real Property..............................................       29
Net Orderly Liquidation Value Percentage.............................       29
Net Proceeds.........................................................       29
New Lender...........................................................       29
New Lender Agreement.................................................       29
New Subsidiary.......................................................       29
Non Financed Capital Expenditures....................................       29
Obligated Party......................................................       30
Obligation Currency..................................................      114
oil..................................................................       21
OPA..................................................................       21
Original Credit Agreement............................................       30
Other Taxes..........................................................       30
Participant..........................................................      112
Payment Office.......................................................       30
PBGC.................................................................       30
Perfection Certificate...............................................       30
Perfection Certificate Update........................................       30
Permitted Borrowing Base Adjustments.................................       30
Permitted Liens......................................................       30
Person...............................................................       31
Plan.................................................................       31
Precision............................................................        1
Precision Canada.....................................................        1
Precision GP LLC.....................................................        1
Premoca Acquisition..................................................       31
Prime Rate...........................................................       31
Principal Property...................................................       31
Principal Return Payment.............................................       31
Processing Reserves..................................................       31
Projections..........................................................       31
Property.............................................................       31
Prudential...........................................................        1
Prudential ULC.......................................................        1
Quarterly Dates......................................................       32
rate of exchange.....................................................      114
RCH..................................................................        1
RCM..................................................................        1
RCRA.................................................................       21
Real Estate Mortgage.................................................       32
Real Property........................................................       32
Register.............................................................       32
Regulation D.........................................................       32
Regulations U and X..................................................       32
</TABLE>


                                                                               x

<PAGE>

<TABLE>
<S>                                                                         <C>
Reimbursement Obligations............................................       32
Related Affiliate....................................................       32
Related Parties......................................................       32
Related Person.......................................................       13
release..............................................................       21
Rent Reserve.........................................................       32
Report...............................................................       32
Required Lenders.....................................................       33
Responsible Officer..................................................       33
Restricted Payment...................................................       33
Revolving Credit Commitments.........................................       33
Revolving Credit Exposure............................................       33
Revolving Credit Loan................................................       33
Revolving Lenders....................................................       33
Rolling Period.......................................................       33
Sale-Leaseback Transaction...........................................       96
Seac LLC.............................................................        1
SeaCAT...............................................................        1
Secured Affiliate....................................................       33
Security Instruments.................................................       33
Settlement Date......................................................       33
solid waste..........................................................       21
Solvent..............................................................       34
Spot Exchange Rate...................................................       34
Standby Letter of Credit.............................................       34
Statutory Reserve Rate...............................................       34
Storage/Handling Reserves............................................       34
subject Borrower.....................................................       69
Subsidiary...........................................................       35
Super Majority Lenders...............................................       35
Swap Agreement.......................................................       35
Swap Reserves........................................................       35
Target...............................................................       35
Target Acquisition...................................................       35
Target Financial Statements..........................................       35
Target Purchase Agreement............................................       35
Target Purchase Documents............................................       85
Tax Benefit..........................................................       67
Taxes................................................................       36
threatened release...................................................       21
Tier I Reduced Availability Period...................................       36
Tier II Reduced Availability Period..................................       36
Title Commitments....................................................       74
Transactions.........................................................       36
Trigger Threshold....................................................       36
True-Up Loans........................................................        3
TTS..................................................................        1
Tube.................................................................        1
Tube Canada..........................................................        1
Tube GP..............................................................        1
Tube LP..............................................................        1
</TABLE>


                                                                              xi

<PAGE>

<TABLE>
<S>                                                                         <C>
Tube ULC.............................................................        1
Type.................................................................       36
UCC..................................................................       36
UCP..................................................................       44
Unrelated Person.....................................................       13
US Blocked Account...................................................       36
US Borrower..........................................................        1
US Borrowers.........................................................        1
US Borrowing Base....................................................       37
US Credit Party......................................................       37
US Employee Funding Liability Reserve................................       37
US Excess Availability...............................................       37
US Fixed Asset Component.............................................       37
US Fixed Asset Reduction Amount......................................       38
US Funding Amount....................................................       42
US Lender............................................................       38
US Lender Indebtedness...............................................       38
US Lenders...........................................................       38
US Letter of Credit..................................................       38
US Letter of Credit Liabilities......................................       38
US Letters of Credit.................................................       38
US Loans.............................................................       38
US Lockbox...........................................................       38
US Lockbox Agreement.................................................       38
US Maximum Available Amount..........................................       39
US Overadvances......................................................       39
US Real Estate Mortgage..............................................       39
US Revolving Credit Commitment.......................................       39
US Revolving Credit Commitments......................................       41
US Revolving Credit Exposure.........................................       39
US Revolving Credit Loan.............................................       39
US Revolving Credit Percentage.......................................       39
US Revolving Lender..................................................       39
US Swingline Availability............................................       39
US Swingline Commitment..............................................       39
US Swingline Exposure................................................       39
US Swingline Lender..................................................       39
US Swingline Loan....................................................       40
US Swingline Loans...................................................       40
Voting Stock.........................................................       40
</TABLE>


                                                                             xii

<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDED AND RESTATED CREDIT AGREEMENT is made and entered into as of
the 5th day of August, 2005, among Maverick Tube Corporation, a Delaware
corporation (the "COMPANY"), Maverick Investment LLC, a Delaware limited
liability company ("INVESTMENT"), Maverick Tube, L.P., a Delaware limited
partnership ("TUBE"), Precision Tube Holding LLC, a Delaware limited liability
company ("HOLDING"), Maverick GP, LLC, a Delaware limited liability company
("MAVERICK GP LLC"), Precision GP, LLC, a Delaware limited liability company
("PRECISION GP LLC"), Precision Tube Technology, L.P., a Texas limited
partnership ("PRECISION"), Maverick C&P, Inc., a Delaware corporation ("C&P"),
SEAC Acquisition LLC, a Delaware limited liability company ("SEAC LLC"), SeaCAT,
L.P., a Texas limited partnership ("SEACAT"), Tubular Transport Services, Inc.,
a Delaware corporation ("TTS"), Republic Conduit Holding, LLC, a Delaware
limited liability company ("RCH"), Republic Conduit Manufacturing, a Delaware
general partnership ("RCM" and collectively with the Company, Investment, Tube,
Holding, Maverick GP LLC, Precision GP LLC, Precision, C&P, Seac LLC, SeaCAT and
RCH, the "US BORROWERS" and individually, a "US BORROWER"), Prudential Steel
Ltd., an Alberta corporation ("PRUDENTIAL"), Maverick Exchangeco (Nova Scotia)
ULC, a Nova Scotia unlimited liability company ("EXCHANGECO"), Maverick Tube
(Canada) Inc., an Alberta corporation ("TUBE CANADA"), Precision Tube Canada
Limited, an Alberta corporation ("PRECISION CANADA"), Maverick Tube
International Holdings, Inc., a Delaware corporation ("INTERNATIONAL HOLDINGS"),
Maverick Tube Canada ULC, a Nova Scotia unlimited liability company, ("TUBE
ULC"), Maverick Tube Canada GP Ltd., an Alberta limited corporation ("TUBE GP"),
Maverick Tube Canada L.P., an Alberta limited partnership ("TUBE LP") and
Prudential Steel Holdings ULC, a Nova Scotia unlimited liability company
("PRUDENTIAL ULC" and collectively with Prudential, Exchangeco, Tube Canada,
Precision Canada, International Holdings, Tube ULC, Tube GP and Tube LP, the
"Canadian Borrowers" and individually, a "CANADIAN BORROWER") (the US Borrowers
and the Canadian Borrowers are together referred to herein as the "BORROWERS"
and individually, a "BORROWER"), JPMorgan Chase Bank, N.A., individually as a
Lender, and an Issuing Bank and as the Administrative Agent, JPMorgan Chase
Bank, N.A., Toronto Branch, individually as a Lender and as the Canadian
Administrative Agent and as an Issuing Bank, The CIT Group/Business Credit,
Inc., individually as a Lender and as Syndication Agent, General Electric
Capital Corporation, individually as a Lender and as Documentation Agent, Bank
of America, N.A., individually as a Lender and as Co-Agent, U.S. Bank National
Association, individually as a Lender and as Co-Agent, Royal Bank of Canada,
individually as a Lender and as Co-Agent, Wells Fargo Foothill, LLC,
individually as a Lender and as Co-Agent, National City Business Credit, Inc.,
individually as a Lender and as Co-Agent, each additional Issuing Bank hereunder
from time to time, and each of the lenders that is a signatory hereto or which
hereafter becomes a party hereto as provided in Sections 2.25 and 10.7
including, without limitation, the US Swingline Lender (as defined below)
(individually, a "LENDER" and, collectively, the "LENDERS").

                                    RECITALS:

     WHEREAS, the Borrowers (the "EXISTING BORROWERS"), the Agents, and JPMorgan
Chase Bank, N.A. and JPMorgan Chase Bank, N.A., Toronto Branch, individually as
lenders thereunder, are parties to that certain Credit Agreement dated as of May
27, 2005 (as heretofore amended, the "EXISTING CREDIT AGREEMENT"), pursuant to
which JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., Toronto Branch
extended certain financing to the Existing Borrowers in accordance with the
terms and conditions set forth therein; and

     WHEREAS, the Borrowers have requested that the Existing Credit Agreement be
amended and restated in its entirety.

                                   AGREEMENTS:


                                                                               1

<PAGE>

     In consideration of the mutual covenants and agreements herein contained,
the Borrowers, the Administrative Agent, the Canadian Administrative Agent, the
Issuing Banks and the Lenders agree that, subject to the satisfaction of each
condition precedent contained in Section 3.2 hereof, the satisfaction of which
shall be evidenced by the execution by the Borrowers and the Administrative
Agent of the Certificate of Effectiveness (as herein defined), the Existing
Credit Agreement shall be amended and restated as of the Closing Date in its
entirety in the form of this Agreement. It is the intention of the Borrowers,
the Lenders, the Issuing Banks and the Agents that this Agreement supersede and
replace the Existing Credit Agreement in its entirety; provided, that, (a) such
amendment and restatement shall operate to renew, amend and modify the rights
and obligations of the parties under the Existing Credit Agreement, as provided
herein, but shall not effect a novation thereof, (b) unless otherwise provided
for herein and evidenced by a separate written agreement, amendment or release,
no other Financing Document, as defined in, and executed and/or delivered
pursuant to the terms of, the Existing Credit Agreement (collectively, the
"EXISTING FINANCING DOCUMENTS") shall be amended, terminated or released in any
respect and all of such other Existing Financing Documents shall remain in full
force and effect except that the Borrowers and the Lenders agree that by
executing this Agreement the definition of "CREDIT AGREEMENT" contained in such
Existing Financing Documents shall be amended to refer to this Agreement as it
may hereafter be amended, modified, renewed or extended in accordance with the
terms hereof in place of the Existing Credit Agreement, and (c) the Liens
securing the Lender Indebtedness under and as defined in the Existing Credit
Agreement and granted pursuant to the Existing Financing Documents and the
liabilities and obligations of the Borrowers shall not be extinguished, but
shall be carried forward, and such Liens shall secure such Lender Indebtedness,
in each case, as renewed, amended, restated and modified hereby.

     Upon delivery of the Certificate of Effectiveness, (a) each US Lender who
holds US Revolving Credit Loans in an aggregate amount less than its US
Revolving Credit Percentage (after giving effect to this amendment and
restatement) of all US Revolving Credit Loans shall advance new US Revolving
Credit Loans which shall be disbursed to the Administrative Agent and used to
repay US Revolving Credit Loans outstanding to each US Lenders who holds US
Revolving Credit Loans in an aggregate amount greater than its US Revolving
Credit Percentage of all US Revolving Credit Loans, (b) each Canadian Lender who
holds Canadian Revolving Credit Loans in an aggregate amount less than its
Canadian Revolving Credit Percentage (after giving effect to this amendment and
restatement) of all Canadian Revolving Credit Loans shall advance new Canadian
Revolving Credit Loans which shall be disbursed to the Canadian Administrative
Agent and used to repay Canadian Revolving Credit Loans outstanding to each
Canadian Lender who holds Canadian Revolving Credit Loans in an aggregate amount
greater than its Canadian Revolving Credit Percentage of all Canadian Revolving
Credit Loans, (c) each US Lender's participation in each US Letter of Credit
shall be automatically adjusted to equal its US Revolving Credit Percentage
(after giving effect to this amendment and restatement), (d) each Canadian
Lender's participation in each Canadian Letter of Credit shall be automatically
adjusted to equal its Canadian Revolving Credit Percentage (after giving effect
to this amendment and restatement); (e) such other adjustments shall be made as
the Administrative Agent and the Canadian Administrative Agent shall specify so
that (i) each US Lender's US Revolving Credit Exposure equals its US Revolving
Credit Percentage (after giving effect to this amendment and restatement) of the
Aggregate US Revolving Credit Exposure, and (ii) each Canadian Lender's Canadian
Revolving Credit Exposure equals its Canadian Revolving Credit Percentage (after
giving effect to this amendment and restatement) of the Aggregate Canadian
Revolving Credit Exposure. The loans and/or adjustments described in this
paragraph are referred to herein as the "TRUE-UP LOANS".

     The Borrowers, the Lenders, the Issuing Banks and the Agents further hereby
agree as follows:


                                                                               2

<PAGE>

                                   ARTICLE 1
                            DEFINITIONS; CONSTRUCTION

     Section 1.1 DEFINITIONS. As used herein, the following terms shall have the
meanings herein specified (to be equally applicable to both the singular and
plural forms of the terms defined). Reference to any party in a Financing
Document shall mean that party and its successors and assigns.

          "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

          "ACCEPTANCE FEE" shall mean a fee payable in C$ by the Canadian
Borrowers to a C$ Lender with respect to the acceptance or purchase of a B/A by
such Canadian Lender, calculated on the face amount of such B/A at a rate per
annum equal to the Applicable Rate with respect to B/A Loans on the basis of the
number of days in the applicable Contract Period (inclusive of the first day and
exclusive of the last day) and a year of 365 days (it being agreed that the
Applicable Rate in respect of a B/A Equivalent Note is equivalent to the
Applicable Rate otherwise applicable to a B/A having the same face amount and
Contract Period as the subject B/A Equivalent Note).

          "ACCOUNT PARTY" shall have the meaning assigned to such term in
Section 2.3(d)(1).

          "ACTIVATION NOTICE (CANADIAN)" shall mean a written notice to the
Canadian Borrowers by the Administrative Agent, which notice may be given at any
time that an Activation Period is in effect, that the Administrative Agent is
activating its right to have all funds on deposit in the Canadian Lockbox
Accounts and the Canadian Blocked Account be subject to the absolute dominion
and control of the Canadian Administrative Agent.

          "ACTIVATION NOTICE (US)" shall mean a written notice to the US
Borrowers by the Administrative Agent, which notice may be given at any time
that an Activation Period is in effect, that the Administrative Agent is
activating its right to have all funds on deposit in the US Blocked Account be
subject to the absolute dominion and control of the Administrative Agent.

          "ACTIVATION PERIOD" shall mean any period commencing on the date that
either (a) Excess Availability is less than the Trigger Threshold or (b) a
Default or an Event of Default occurs, and in each case continuing throughout
the term of this Agreement.

          "ADJUSTED INTEREST EXPENSE" shall mean, as to the Credit Parties on a
consolidated basis and for any period, Interest Expense less any non cash
Interest Expense.

          "ADJUSTED LIBO RATE" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

          "ADMINISTRATIVE AGENT" shall mean JPMorgan Chase Bank, N.A., acting in
the manner and to the extent described in Article 9, and any successor to
JPMorgan Chase Bank, N.A., acting in such manner.

          "ADVANCE NOTICE" shall mean written or telecopy notice (with
telephonic confirmation in the case of telecopy notice), which in each case
shall be irrevocable, from the applicable Borrowers to be received by the
Administrative Agent or the Canadian Administrative Agent (with a copy to the
Administrative Agent) in the case of any Borrowing, conversion, continuation or
prepayment of Canadian


                                                                               3

<PAGE>

Loans) before the designated time specified below on the Business Day in advance
of any Borrowing, conversion, continuation or prepayment of any Loan or Loans
pursuant to this Agreement as respectively indicated below:

               (a)  Eurodollar Loans - 3 Business Days;

               (b)  ABR Loans - Same Business Day;

               (c)  Canadian Prime Rate Loans equal to or less than C$10,000,000
                    - Same Business Day;

               (d)  Canadian Prime Rate Loans greater than C$10,000,000 - One
                    Business Day; and

               (e)  B/A Loans - One Business Day.

As used herein "designated time" means in the case of any Borrowing, conversion,
continuation or prepayment of (x) Eurodollar Loans, 1:00 p.m., New York City
time, (y) ABR Loans or B/A Loans, 12:00 p.m. New York City time, and (z)
Canadian Prime Rate Loans, 11:00 a.m. New York City time. For the purpose of
determining the applicable period of Advance Notice in the case of the
conversion from one Type of Loan into another, the Loans into which there is to
be a conversion shall control. The Administrative Agent, the Canadian
Administrative Agent, each Issuing Bank and each Lender are entitled to rely
upon and act upon telecopy notice made or purportedly made by the Borrowers, and
the Borrowers hereby waive the right to dispute the authenticity and validity of
any such transaction once the Administrative Agent, the Canadian Administrative
Agent or any Lender has advanced funds or any Issuing Bank has issued Letters of
Credit, absent manifest error.

          "AFFILIATE" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

          "AGENT" shall mean any of the Administrative Agent or the Canadian
Administrative Agent, and "AGENTS" means all such Agents collectively.

          "AGGREGATE CANADIAN REVOLVING CREDIT EXPOSURE" shall mean the sum of
all of the Canadian Lenders' Canadian Revolving Credit Exposures.

          "AGGREGATE REVOLVING CREDIT EXPOSURE" shall mean the sum of all of the
Revolving Lenders' Revolving Credit Exposures.

          "AGGREGATE US REVOLVING CREDIT EXPOSURE" shall mean the sum of all of
the US Lenders' US Revolving Credit Exposures.

          "AGREEMENT" shall mean this Amended and Restated Credit Agreement, as
further amended, modified or supplemented from time to time.

          "ALTERNATE BASE RATE" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.


                                                                               4

<PAGE>

          "APPLICABLE PERCENTAGE" shall mean, (a) with respect to any US
Revolving Lender, such US Revolving Lender's US Revolving Credit Percentage, and
(b) with respect to any Canadian Lender, such Canadian Lender's Canadian
Revolving Credit Percentage, as applicable.

          "APPLICABLE RATE" shall mean, on any day and with respect to any Loan
or with respect to the commitment fees payable hereunder, the applicable rate
per annum set forth at the appropriate intersection in the table shown below,
based on the Average Collateral Availability for the most recently ended Fiscal
Quarter.

<TABLE>
<CAPTION>
                                  EURODOLLAR                                 CANADIAN
                                     LOAN       B/A LOAN     ABR LOAN       PRIME RATE
                                  APPLICABLE   APPLICABLE   APPLICABLE         LOAN         COMMITMENT
AVERAGE COLLATERAL AVAILABILITY      RATE         RATE         RATE      APPLICABLE RATE     FEE RATE
-------------------------------   ----------   ----------   ----------   ----------------   ----------
<S>                               <C>          <C>          <C>          <C>                <C>
Less than or equal to                2.00%        2.00%        0.50%           1.25%           0.375%
$75,000,000

Greater than $75,000,000 but         1.75%        1.75%        0.25%           1.00%           0.350%
less than or equal to
$125,000,000

Greater than $125,000,000 but        1.50%        1.50%        0.00%           0.75%           0.300%
less than or equal to
$250,000,000

Greater than $250,000,000            1.25%        1.25%        0.00%           0.75%           0.250%
</TABLE>

Each change in the Applicable Rate shall be effective as of the first day of
each Fiscal Quarter based on the Average Collateral Availability for the
immediately preceding Fiscal Quarter. Notwithstanding the foregoing, for the
period from the Closing Date through September 30, 2005, the Eurodollar Loan
Applicable Rate and B/A Loan Applicable Rate will be 1.50%, the ABR Loan
Applicable Rate shall be 0.00%, the Canadian Prime Rate Loan Applicable Rate
shall be 0.75%, and the commitment fee Applicable Rate shall be 0.300%.

          "APPLICATION" shall mean an "Application and Agreement for Letters of
Credit," or similar instruments or agreements, entered into between a Borrower
and an Issuing Bank in connection with any Letter of Credit.

          "APPROVED FUND" has the meaning provided in Section 10.7.

          "ASSIGNMENT AND ASSUMPTION" means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.7), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

          "AVAILABILITY RESERVES" shall mean, as of any date of determination,
such amounts as the Administrative Agent may from time to time establish and
revise in its sole but reasonable discretion reducing the US Borrowing Base
and/or the Canadian Borrowing Base which would otherwise be available to the
Borrowers under the lending formulas provided for herein: (a) to reflect general


                                                                               5

<PAGE>

eligibility criteria, events, conditions, contingencies or risks which, as
determined by the Administrative Agent in its reasonable discretion, do or may
affect either (i) any component of the US Borrowing Base or the Canadian
Borrowing Base or their value, (ii) the assets, business or prospects of any
Credit Party, or (iii) the security interests and other rights of the
Administrative Agent and the Canadian Administrative Agent in the Collateral
(including the enforceability, perfection and priority thereof), or (b) to
reflect the Administrative Agent's customary practice or its belief that any
collateral report or financial information furnished by or on behalf of any
Borrower to any Agent or any Lender is or may have been incomplete, inaccurate
or misleading in any material respect, or (c) in respect of any state of facts
which the Administrative Agent determines constitutes a Default or an Event of
Default. Without limiting the foregoing, Availability Reserves shall include the
following in such amounts established by Administrative Agent in its sole but
reasonable discretion: Canadian Priority Claims Reserve (with respect to the
Canadian Borrowing Base only), SWAP Reserves, Cash Management Reserves,
Processing Reserves, Storage and Handling Reserves, Canadian Employee Funding
Liability Reserve (with respect to the Canadian Borrowing Base only), and US
Employee Funding Liability Reserve (with respect to the US Borrowing Base only)
and Rent Reserves.

          "AVERAGE COLLATERAL AVAILABILITY" shall mean, for any period, the
daily average Collateral Availability calculated based on the Collateral
Availability at the opening of business on each Business Day in such period.

          "B/A" shall mean a non-interest bearing bill of exchange denominated
in C$, drawn by the Canadian Borrowers and accepted by a Canadian Lender in
accordance with this Agreement, provided, that with respect to a Canadian Lender
that is not a chartered bank under the Bank Act (Canada) or that has notified
the Administrative Agent that it is otherwise unable to accept such bills of
exchange, it shall mean a B/A Equivalent Note.

          "B/A COVER" when required by this Agreement for B/A Loans, shall be
effected by paying to the Canadian Administrative Agent, in immediately
available funds, to be collaterally assigned as security pursuant to the
Financing Documents, an amount equal to the aggregate amount of all outstanding
B/A Loans. Such amount shall be retained by the Canadian Administrative Agent
and applied to repay the principal of each B/A Loan upon the maturity thereof
until all such B/A Loans have been fully satisfied.

          "B/A EQUIVALENT NOTE" shall have the meaning given such term in
Section 2.6(g) hereto.

          "B/A LOAN" shall mean a Borrowing comprised of B/As.

          "BAILEE" shall mean any Person who is in possession of any inventory
of any Borrower on behalf of such Borrower.

          "BAILEE LETTER" shall mean a letter in form and substance acceptable
to the Administrative Agent executed by any Person who is in possession of
inventory on behalf of any Borrower pursuant to which such Person acknowledges
the Administrative Agent's Lien or the Canadian Administrative Agent's Lien, as
applicable, with respect thereto.

          "BANKRUPTCY CODE" shall have the meaning provided in Section 8.8.

          "BASE VALUE" shall mean, with respect to Eligible Inventory, the lower
of (a) cost (determined on a first in first out basis and excluding any
component of cost consisting of intercompany profit with respect to Eligible
Inventory acquired from an Affiliate), or (b) market value.


                                                                               6

<PAGE>

          "BLOCKED ACCOUNT" shall mean one or more demand deposit accounts
established by the Canadian Borrowers with the Canadian Administrative Agent and
the US Borrowers with the Administrative Agent which (a) the applicable
Borrowers and the Administrative Agent or the Canadian Administrative Agent, as
applicable, jointly designate as a "Blocked Account," (b) into which all cash
receipts of the applicable Borrowers from whatever source (including, without
limitation, all currency, checks and drafts representing proceeds of the
Collateral and further including any of the foregoing received in a Lockbox)
shall be deposited to the extent required pursuant to Section 4.3 and Section
4.4 hereof and pursuant to the Security Instruments, and (c) which are subject
to the provisions of Section 4.5 and Section 4.6 hereof.

          "BOARD" shall mean the Board of Governors of the Federal Reserve
System of the United States.

          "BORROWER" and "BORROWERS" shall have the meanings set forth in the
initial paragraph hereof.

          "BORROWING" shall mean a borrowing pursuant to a Borrowing Request, a
borrowing pursuant to Section 2.2(c) or Section 2.2(d) or a continuation or a
conversion pursuant to Section 2.10 consisting, in each case, of the same Type
of Loans having, in the case of Eurodollar Loans or B/A Loans, the same Interest
Period or Contract Period (except as otherwise provided in Section 2.13 and
Section 2.14) and made previously or being made concurrently by all of the
Lenders.

          "BORROWING BASE REPORT" shall mean the report of each of the US
Borrowers and the Canadian Borrowers concerning the amount of the US Borrowing
Base or the Canadian Borrowing Base, as applicable, to be delivered pursuant to
Section 6.10, substantially in the form attached as Exhibit B-1 or B-2
(depending on which Borrowing Base is being computed).

          "BORROWING REQUEST" shall mean a request for a Borrowing pursuant to
Section 2.2, substantially in the form attached as Exhibits C-1, C-2, C-3, C-4
or C-5 hereof (depending on the type of Loan with respect to which such
Borrowing Request is being submitted).

          "BUSINESS DAY" shall mean any day excluding Saturday, Sunday and any
other day on which commercial banks are required or authorized to remain closed
in New York, New York; provided, that (a) when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in Dollar deposits in the London interbank
market and, (b) when used in connection with Canadian Revolving Credit Loans,
including B/A Loans, or the Dollar Equivalent of any amount denominated in C$,
"Business Day" shall also exclude any other day on which banks are required or
authorized to close in Toronto, Ontario, Canada.

          "C&P" shall have the meaning set forth in the initial paragraph
hereto.

          "C$" shall mean lawful money of Canada.

          "C$ DENOMINATED LOAN" shall mean Canadian Revolving Credit Loans which
are denominated in C$.

          "CANADIAN ADMINISTRATIVE AGENT" shall mean JPMorgan Chase Bank, N.A.,
Toronto Branch, acting in the manner and to the extent described in Article 9,
and any successor to JPMorgan Chase Bank, N.A., Toronto Branch acting in such
capacity.


                                                                               7

<PAGE>

          "CANADIAN BLOCKED ACCOUNT" means a Blocked Account established by the
Canadian Borrowers with the Canadian Administrative Agent.

          "CANADIAN BLOCKED ACCOUNT AGREEMENT" means a Blocked Account Agreement
entered into between Canadian Lockbox Bank, Canadian Administrative Agent and
each Canadian Borrower in a form approved by Canadian Administrative Agent.

          "CANADIAN BORROWER" and "CANADIAN BORROWERS" shall have the meanings
set forth in the initial paragraph hereof.

          "CANADIAN BORROWING BASE" shall mean, only with respect to the
Canadian Borrowers, the amount equal to the sum of:

          (a) the Eligible Account Advance Percentage of the Canadian Borrowers'
Eligible Accounts, plus

          (b) the lesser of (i) 85% of the Net Orderly Liquidation Value
Percentage of the Canadian Borrowers' Eligible Inventory, or (ii) the Inventory
Advance Percentage of the Base Value of the Canadian Borrower's Eligible
Inventory, plus

          (c) the Canadian Fixed Asset Component in effect as of the date for
which the Canadian Borrowing Base is being calculated (provided, that the
Canadian Fixed Asset Component shall not, at any time, constitute more than
twenty-five percent (25%) of the Canadian Borrowing Base); minus

          (d) Availability Reserves established with respect to the Canadian
Borrowing Base;

The Canadian Borrowing Base in effect under this Agreement at any time shall be
the Canadian Borrowing Base reflected on the most recent Canadian Borrowing Base
Report delivered to the Administrative Agent and the Canadian Administrative
Agent pursuant to Section 6.10(g) hereof subject to (a) the right of the
Administrative Agent, the Canadian Administrative Agent or the Required Lenders
to contest any components thereof or the calculation thereof, and (b) immediate
adjustment as result of (i) establishment, increase, reduction or release of
Availability Reserves, (ii) reductions in advance rates permitted hereunder,
(iii) scheduled reductions in the Canadian Fixed Asset Component, (iv) more
frequent reporting of certain components of the Canadian Borrowing Base to the
extent required in accordance with Section 6.10(g), and (v) any changes in
eligibility standards required by the Administrative Agent.

          "CANADIAN CREDIT PARTY" shall mean the Canadian Borrowers and each
other Credit Party which is formed or organized under the federal laws of Canada
or under the laws of any province or territory in Canada; provided, that, for
all purposes of this Agreement and the other Financing Documents, International
Holdings shall be deemed to be a Canadian Credit Party.

          "CANADIAN EMPLOYEE FUNDING LIABILITY RESERVE" shall mean all such
amounts which, under the provisions of any Plan, agreement relating thereto or
applicable law, (i) are required to be paid as contributions to a Plan by any
Canadian Credit Party and (ii) have not been made when and at such times as
required pursuant to the terms of any such Plan, agreement relating thereto or
applicable law including any and all fines, penalties and assessments relating
thereto.

          "CANADIAN EXCESS AVAILABILITY" shall mean, as of any date, the
remainder of (a) the Canadian Maximum Available Amount as of such date, less (b)
the aggregate outstanding balance of the Canadian Lender Indebtedness as of such
date.


                                                                               8

<PAGE>

          "CANADIAN FIXED ASSET COMPONENT" shall mean a component of the
Canadian Borrowing Base attributable to the Canadian Borrowers' Eligible
Equipment and Eligible Real Property which shall initially be $15,500,000;
provided, that the Canadian Fixed Asset Component shall (a) increase (subject to
a maximum Canadian Fixed Asset Component of $16,000,000) (i) upon any
acquisition by the Canadian Borrowers of Eligible Equipment or Eligible Real
Property by an amount equal to eighty percent (80%) of the cash purchase price
of such Eligible Equipment and Eligible Real Property (excluding discounts,
rebates, credits (whether taken or available), sales and other taxes, delivery
and installation charges, design, engineering and other "soft" costs, and other
items related to the purchase price and subject to reduction based on appraisals
required to be delivered to the Agents hereunder) and (ii) upon any Person
becoming a Canadian Borrower by any Eligible Equipment and Eligible Real
Property owned by such Person at the time it becomes a Canadian Borrower by an
amount equal to eighty percent (80%) of the appraised value (as reflected in the
appraisal report referenced to the definition of Eligible Equipment or Eligible
Real Property, as applicable) of such Eligible Equipment and Eligible Real
Property, and (b) reduce (1) by the Canadian Fixed Asset Reduction Amount on
each Quarterly Date throughout the term of this Agreement commencing September
30, 2005, and (2) upon receipt of Net Proceeds from any sale or other
disposition, including any casualty or condemnation, of such Eligible Equipment
or such Eligible Real Property by the amount of such Net Proceeds.

          "CANADIAN FIXED ASSET REDUCTION AMOUNT" shall initially mean $500,000;
provided, that, upon any increase in the Canadian Fixed Asset Component, the
Canadian Fixed Asset Reduction Amount then in effect shall be increased to an
amount necessary to fully amortize the Canadian Fixed Asset Component as thereby
increased on a straight line basis over a number of quarters equal to the
remainder of (a) 31, less (b) the number of calendar quarters that have ended
subsequent to the Closing Date as of such date.

          "CANADIAN FUNDING AMOUNT" shall have the meaning set forth in Section
2.2(d).

          "CANADIAN LENDER" shall mean a Lender with a Canadian Revolving Credit
Commitment.

          "CANADIAN LENDER INDEBTEDNESS" shall mean any and all amounts owing or
to be owing by any Canadian Credit Party to the Administrative Agent, the
Canadian Administrative Agent, the Issuing Banks, the Lenders, the Secured
Affiliates or the Cash Management Affiliates with respect to or in connection
with the Canadian Loans, any Canadian Letter of Credit Liabilities, any Swap
Agreement between any of the Canadian Borrowers and JPMorgan or any of its
Secured Affiliates, any Cash Management Agreement between any of the Canadian
Borrowers and any Canadian Lender or one of its Cash Management Affiliates, this
Agreement or any other Financing Document.

          "CANADIAN LETTER OF CREDIT" and "CANADIAN LETTERS OF CREDIT" shall
have the meanings assigned to such terms in Section 2.3(b).

          "CANADIAN LETTER OF CREDIT LIABILITIES" shall mean, at any time and in
respect of any Canadian Letter of Credit, the Dollar Equivalent at such time of
the sum of (a) the amount available for drawings under such Canadian Letter of
Credit as of the date of determination plus (b) the aggregate unpaid amount of
all Reimbursement Obligations due and payable as of the date of determination in
respect of previous drawings made under such Canadian Letter of Credit.

          "CANADIAN LOANS" shall mean the Canadian Revolving Credit Loans.

          "CANADIAN LOCKBOX" shall mean any lock box operated pursuant to
Section 4.4 hereof and the Canadian Lockbox Agreement.


                                                                               9

<PAGE>

          "CANADIAN LOCKBOX ACCOUNTS" means deposit accounts of the Canadian
Borrowers maintained with Canadian Lockbox Bank which are subject to a Canadian
Lockbox Agreement.

          "CANADIAN LOCKBOX BANK" shall mean Royal Bank of Canada or any other
financial institution designated by the Canadian Administrative Agent and
approved by the Canadian Administrative Agent to act as the Canadian Lockbox
Bank and consented to in writing by the Canadian Borrowers (which consent shall
not be unreasonably withheld) and which has entered into the Canadian Lockbox
Agreement.

          "CANADIAN MAXIMUM AVAILABLE AMOUNT" shall mean, at any date, an amount
equal to the lesser of (a) the aggregate Canadian Revolving Credit Commitments
as of such date minus Availability Reserves established with respect to the
Canadian Borrowing Base as of such date, and (b) the Canadian Borrowing Base as
of such date.

          "CANADIAN OVERADVANCE" shall have the meaning assigned such term in
Section 2.9(b) hereof.

          "CANADIAN PRIME RATE" shall mean on any day, the annual rate of
interest (rounded upwards, if necessary, to the nearest 1/16 of 1%) equal to the
greater of: (a) the annual rate of interest announced from time to time by
JPMorgan Canada as its prime rate in effect at its principal office in Toronto,
Ontario Canada on such day being the reference rate used by JPMorgan Canada for
determining interest rates on C$ denominated commercial loans to its customers
in Canada; and (b) the annual rate of interest equal to the sum of (i) the CDOR
Rate in effect on such day, and (ii) 1%.

          "CANADIAN PRIME RATE LOANS" shall mean C$ Denominated Loans which bear
interest at a rate based upon the Canadian Prime Rate.

          "CANADIAN PRIORITY CLAIMS RESERVE" shall mean, as of the last day of
each month, the aggregate amount of all claims that Governmental Authorities
have against the Canadian Borrowers on such date, which if asserted could have
priority over the Canadian Lender Indebtedness pursuant to applicable Canadian
federal, provincial or territorial laws and shall include, without limitation,
claims with respect to accrued salaries and wages, accrued vacation payable,
Revenue Canada employment taxes, employment post-retirement health and dental
insurance, goods and services, taxes and provincial sales taxes.

          "CANADIAN REAL ESTATE MORTGAGE" shall mean a Mortgage and an
Assignment of Leases and Rents substantially in the form of Exhibits D-1 and D-2
and in each case with such changes thereto as the Canadian Administrative Agent
shall deem necessary or appropriate to comply with provincial and local
Governmental Requirements.

          "CANADIAN REVOLVING CREDIT COMMITMENT" shall have the meaning assigned
to such term in Section 2.1(d).

          "CANADIAN REVOLVING CREDIT EXPOSURE" shall mean, at any time and as to
each Canadian Lender, the Dollar Equivalent sum of (a) the aggregate principal
amount of the Canadian Revolving Credit Loans made by such Canadian Lender
outstanding as of such date plus (b) the accrued and unpaid interest on the
Canadian Revolving Credit Loans made by such Canadian Lender outstanding as of
such date plus (c) such Canadian Lender's Canadian Revolving Credit Percentage
of the aggregate amount of all Canadian Letter of Credit Liabilities as of such
date.

          "CANADIAN REVOLVING CREDIT LOAN" shall have the meaning provided in
Section 2.1(a).


                                                                              10

<PAGE>

          "CANADIAN REVOLVING CREDIT PERCENTAGE" shall mean as to any Canadian
Lender, the percentage of the aggregate Canadian Revolving Credit Commitments
constituted by its Canadian Revolving Credit Commitment (or, if the Canadian
Revolving Credit Commitments have terminated or expired, the percentage which
such Canadian Lender's Canadian Revolving Credit Exposure at such time
constitutes of the Aggregate Canadian Revolving Credit Exposure at such time).

          "CANADIAN SECURITY AGREEMENT" shall mean a Canadian Security Agreement
substantially in the form of Exhibit E executed by each Canadian Borrower in
favor of Canadian Administrative Agent for the ratable benefit of Canadian
Lenders and their Secured Affiliates and Cash Management Affiliates, as amended,
modified, renewed, supplemented or restated from time to time.

          "CAPITAL EXPENDITURES" shall mean, as to any Person for any period,
all expenditures (whether paid in cash or accrued as a liability, including the
portion of Capital Lease Obligations originally incurred during such period that
are capitalized on the consolidated balance sheet of the Company) by such Person
and its Subsidiaries during such period, that, in conformity with GAAP, are
included in "capital expenditures," "additions to property, plant or equipment"
or comparable items in the consolidated financial statements of such Person, but
excluding expenditures for the restoration, repair or replacement of any fixed
or capital asset that was destroyed or damaged, in whole or in part, in an
amount equal to any insurance proceeds received in connection with such
destruction or damage.

          "CAPITAL LEASE OBLIGATIONS" shall mean, as to any Person, the
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) real and/or personal property which
obligations are required to be classified and accounted for as a liability for a
capital lease on a balance sheet of such Person and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof.

          "CASH MANAGEMENT AFFILIATE" shall mean any Affiliate of any Lender
that has entered into a Cash Management Agreement with a Credit Party with the
obligations of such Credit Party thereunder being secured by one or more
Security Instruments.

          "CASH MANAGEMENT AGREEMENT" shall mean any document, instrument,
agreement, arrangements or transactions with respect to Cash Management Products
and includes, without limitation, any of the foregoing related to deposit
accounts, overdraft protection, or automated clearing house transactions.

          "CASH MANAGEMENT PRODUCTS" means any one or more of the following
types of services or facilities extended to any Credit Party by any Lender or
any Affiliate of any Lender: (a) credit cards; (b) automatic clearing house
transactions; (c) any other services provided under Cash Management Agreements;
and (d) foreign exchange; provided, that for any of the foregoing to be included
as a "Cash Management Product" hereunder: (i) at or prior to the time that any
transaction relating to such Cash Management Product is executed (other than
Cash Management Products existing on the Closing Date for which such written
notice shall be required to be delivered on the Closing Date), the applicable
Lender (other than JPMorgan and JPMorgan Canada) or its Affiliate (other than
Affiliates of JPMorgan and JPMorgan Canada) must have delivered to the
Administrative Agent written notice that such transaction has been entered into
and that it constitutes a Cash Management Product entitled to the benefits of
this Agreement and the Security Instruments and (ii) the applicable Borrower
must be permitted to enter into such arrangement under the terms of this
Agreement then in effect or must not be restricted from entering into such
arrangement under the terms of this Agreement then in effect.

          "CASH MANAGEMENT RESERVES" shall mean, an amount (reflected in
Dollars) calculated as of the last day of each month and separately for the US
Borrowers and the Canadian Borrowers, equal


                                                                              11

<PAGE>

to such Borrowers' liability under the Cash Management Agreements to which such
Borrowers are a party and any exposure of the Lenders or Cash Management
Affiliates with respect to such Cash Management Agreements and the services
performed thereunder on behalf of such Borrowers; provided, that without
limiting the foregoing, (x) the Administrative Agent shall not be required to
establish any Cash Management Reserve with respect to any Cash Management
Products provided by any Lender (or any of its Affiliates) for which the
applicable Lender has not requested in writing that the Administrative Agent
establish such Cash Management Reserve in advance of actually providing such
Cash Management Products to the Credit Parties, (y) the amount of any Cash
Management Reserve requested by any Lender shall accurately reflect such
Lender's estimate of the obligations of the applicable Credit Party for such
Cash Management Products, and (z) the Administrative Agent shall not be
responsible for adjusting the amount of any Cash Management Reserve from time to
time without written notice from the applicable Lender requesting the
Administrative Agent to make any such adjustment.

          "CDOR RATE" shall mean on any date, the annual rate of interest which
is the rate based on an average rate applicable to Canadian B/As for a term of
30 days appearing on the "Reuters Screen CDOR Page" (as defined in the
International Swaps and Derivatives Association, Inc. definitions, as modified
and amended from time to time) at approximately 10:00 a.m. (Toronto, Ontario
Canada time), on such date, or if such date is not a Business Day, then on the
immediately preceding Business Day, provided, that, if such rate does not appear
on the Reuters Screen CDOR Page as contemplated, then the CDOR Rate on any date
shall be calculated as the rate for the term referred to above applicable to
Canadian B/As quoted by JPMorgan Canada as of 10:00 a.m. (Toronto, Ontario
Canada time) on such date or, if such date is not a Business Day, then on the
immediately preceding Business Day.

          "CERTIFICATE OF EFFECTIVENESS" shall mean a Certificate of
Effectiveness in the form of Exhibit P attached hereto to be executed by the
Borrowers and the Administrative Agent upon the satisfaction of each of the
conditions precedent contained in Section 3.2 hereof.

          "CHANGE OF CONTROL" shall be deemed to occur at any time when any of
the following occurs: (a) any Unrelated Person or any Unrelated Persons, acting
together, which would constitute a Group together with any Affiliates or Related
Persons thereof (in each case also constituting Unrelated Persons) shall at any
time either (1) Beneficially Own more than 30% of the aggregate voting power of
all classes of Voting Stock of the Company, or (2) succeed in having a
sufficient number of its or their nominees elected to the Board of Directors of
the Company such that such nominees, when added to any existing director
remaining on the Board of Directors of the Company after such election who is an
Affiliate or Related Person of such Person or Group, shall constitute a majority
of the Board of Directors of the Company, (b) the Company ceasing to directly or
indirectly own 100% of the issued and outstanding Equity of each other Credit
Party on a fully diluted basis, or (c) so long as any of the Exchange Notes are
outstanding, the occurrence of a "Fundamental Change" as defined in the Exchange
Notes Indenture. As used herein (1) "BENEFICIALLY OWN" means "beneficially own"
as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, or
any successor provision thereto; provided, however, that, for purposes of this
definition, a Person shall not be deemed to Beneficially Own securities tendered
pursuant to a tender or exchange offer made by or on behalf of such Person or
any of such Person's Affiliates until such tendered securities are accepted for
purchase or exchange; (2) "GROUP" means a "group" for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended; (3) "UNRELATED PERSON" means
at any time any Person other than the Company; and (4) "RELATED PERSON" of any
Person means any other Person owning (A) 10% or more of the outstanding common
stock of such Person or (B) 10% or more of the Voting Stock of such Person.

          "CLOSING DATE" shall mean the "as of" date of this Agreement set forth
in the first paragraph hereof.


                                                                              12

<PAGE>

          "CLOSING TRANSACTIONS" means (a) the amendment and restatement of the
Existing Credit Agreement and the making of all True-Up Loans required thereby,
and (b) the funding of all Borrowings and issuance of all Letters of Credit
occurring on the Closing Date.

          "CODE" shall mean the Internal Revenue Code of 1986, as amended, and
any successor statute.

          "COLLATERAL" shall mean the Credit Parties' Properties described in
and subject to the Liens, privileges, priorities and security interests
purported to be created by any Security Instrument.

          "COLLATERAL AVAILABILITY" shall mean (a) the sum of the US Borrowing
Base, the Canadian Borrowing Base, cash balances of Borrower in accounts
maintained with an Agent and subject to perfected, first priority Liens in favor
of an Agent, less (b) Aggregate Revolving Credit Exposures.

          "COMBINED REVOLVING CREDIT COMMITMENT" shall mean, for any Revolving
Lender, the aggregate amount of such Revolving Lender's US Revolving Credit
Commitments and Canadian Revolving Credit Commitments, and for purposes of this
definition, a Revolving Lender and its Related Affiliate shall be deemed to be
one and the same Revolving Lender.

          "COMMITMENT" shall mean any US Revolving Credit Commitment, US
Swingline Commitment or Canadian Revolving Credit Commitment and "COMMITMENTS"
means all such Commitments collectively.

          "COMMITMENT INCREASE AGREEMENT" shall mean a Commitment Increase
Agreement entered into by a Lender in accordance with Section 2.25 and accepted
by the Administrative Agent or the Canadian Administrative Agent, as applicable,
in the form of Exhibit F, or any other form approved by the Administrative Agent
or the Canadian Administrative Agent, as applicable.

          "COMPANY" shall have the meaning set forth in the initial paragraph
hereof.

          "CONTRACT PERIOD" shall mean the term of a B/A selected by the
Canadian Borrowers in accordance with Section 2.6 or Section 2.10 commencing on
the date of such Borrowing or any rollover date, as applicable, of such B/A
(which shall be a Business Day) and expiring on a Business Day which shall be
either one month, two months, three months, or with the consent of the Canadian
Lenders, six months later; provided, that, no Contract Period shall extend
beyond the Maturity Date. Notwithstanding the foregoing, whenever the last day
of any Contract Period would otherwise occur on a day which is not a Business
Day, the last day of such Contract Period shall occur on the next succeeding
Business Day and such extension of time shall in such case be included in
computing the Acceptance Fee in respect of the relevant B/A.

          "CONTROL" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

          "COST" means the cost value of Borrowers' Eligible Inventory as
reported on the Borrowers' Current Information or the most recent Borrowing Base
Report.

          "CREDIT PARTIES" shall mean the Company, and each of its Subsidiaries
collectively, and "CREDIT PARTY" shall mean any such Person individually.


                                                                              13

<PAGE>

          "CURRENT INFORMATION" shall mean, as of any day, the financial
statements and other related information for any applicable period most recently
required to be delivered to the Administrative Agent pursuant to Section
6.10(a), Section 6.10(b), and Section 6.10(c).

          "DATED ASSETS" has the meaning assigned to such term in Section
2.23(c) hereof.

          "DATED LIABILITIES" has the meaning assigned to such term in Section
2.23(c) hereof.

          "DEFAULT" shall mean an Event of Default or any condition or event
which, with notice or lapse of time or both, would constitute an Event of
Default.

          "DILUTION" shall mean a reduction as determined by the Administrative
Agent in the value of accounts caused by returns, allowances, discounts,
credits, and/or any other offsets asserted by customers or granted by the
Borrowers having the effect of reducing the collections of accounts.

          "DILUTION PERCENTAGE" shall mean, for any period and with respect to
either the US Borrowers or the Canadian Borrowers, the ratio as reasonably
determined by the Administrative Agent of Dilution for such period to the total
sales of such Borrowers for such period.

          "DISBURSEMENT ACCOUNT" has the meaning assigned to such term in
Section 2.4(a).

          "DISCOUNT PROCEEDS" shall mean for any B/A, an amount (rounded to the
nearest whole cent, and with one-half of one cent being rounded upwards)
calculated on the applicable date of the Borrowing of which such B/A is a part
or any rollover date for such Borrowing by multiplying: (a) the face amount of
the B/A; by (b) the quotient of one divided by the sum of one plus the product
of: (1) the Discount Rate (expressed as a decimal) applicable to such B/A, and
(2) a fraction, the numerator of which is the Contract Period of the B/A and the
denominator of which is 365, with the such quotient being rounded up or down to
the fifth decimal place, and .000005 being rounded up.

          "DISCOUNT RATE" shall mean the percentage discount rate (expressed to
two decimal places and rounded upward, if necessary, to the nearest 0.01%)
quoted by JPMorgan Canada as the percentage discount rate at which JPMorgan
Canada would, in accordance with its normal practices, at or about 10:00 a.m.,
Toronto, Ontario Canada time, on such date, be prepared to purchase bankers'
acceptances accepted by JPMorgan Canada having a face amount and term comparable
to the face amount and term of such B/A.

          "DOCUMENTARY LETTER OF CREDIT" shall mean a Letter of Credit issued
pursuant to the Original Credit Agreement, the Existing Credit Agreement or this
Agreement that supports payment or performance for a single identified purchase
or exchange of products in the ordinary course of business of the Borrowers.

          "DOLLAR" and the sign "$," without the letter "C" before it, shall
mean lawful money of the United States of America.

          "DOLLAR DENOMINATED LOANS" shall mean US Revolving Credit Loans and
any Canadian Revolving Credit Loans which are denominated in Dollars and Dollars
Denominated Loans.

          "DOLLAR EQUIVALENT" shall mean, on any date of determination, with
respect to any amount expressed in C$, the amount of Dollars that may be
purchased with such amount of C$ at the Spot Exchange Rate on such date.


                                                                              14

<PAGE>

          "EBITDA" shall mean, as to the Company for any period, without
duplication, the amount equal to the following calculated for the Company and
its wholly owned consolidated Subsidiaries on a consolidated basis; net income
determined in accordance with GAAP, plus to the extent deducted from net income,
Interest Expense, depreciation, amortization, other non-cash expenses, and
income and franchise tax expenses; provided, that, extraordinary gains or losses
for any such period, including but not limited to gains or losses on the
disposition of assets, shall not be included in EBITDA.

          "ELIGIBLE ACCOUNT" shall mean at any time with respect to a Borrower
the invoice amount, net of all goods and services taxes, harmonized taxes and
sales taxes, (which shall be the Dollar Equivalent at such time of any amount
denominated in C$) owing on each account (which shall mean any "account" as such
term is defined in Section 9-102 of the UCC) of such Person (net of any credit
balance, returns, trade discounts, unapplied cash, unbilled amounts or retention
or finance charges) which meet such standards of eligibility as the
Administrative Agent shall establish from time to time in its sole but
reasonable discretion; provided, that, no account shall be deemed an Eligible
Account unless each of the following statements is accurate and complete (and
the applicable Borrowers by including such account in any computation of the
applicable Borrowing Base shall be deemed to represent and warrant to the
Administrative Agent, each Issuing Bank and the Lenders the accuracy and
completeness of such statements; provided, that, such Borrowers will not be
deemed to have represented or warranted to the Administrative Agent's general
satisfaction with the credit standing of any obligor (as provided in clause (12)
hereof) or satisfaction with letters of credit or export/input insurance (as
provided in clause (13) hereof)):

          (1) Said account is a binding and valid obligation of the obligor
thereon in full force and effect;

          (2) Said account is evidenced by an invoice;

          (3) Said account is genuine as appearing on its face or as represented
in the books and records of the Person;

          (4) Said account is free from claims regarding rescission,
cancellation or avoidance, whether by operation of law or otherwise;

          (5) Payment of said account is less than 90 days past the original
invoice date thereof, other than accounts of up to three (3) obligors owed to
the Canadian Borrowers that have been extended 60 day terms by a Canadian
Borrower so long as payment of said accounts of such obligors are less than 120
days past the original invoice date thereof;

          (6) Said account is net of concessions, offset, deduction, contras,
chargebacks or understandings with the obligor thereon that in any way could
reasonably be expected to adversely affect the payment of, or the amount of,
said account;

          (7) The Administrative Agent, or the Canadian Administrative Agent, as
the case may be, on behalf of the applicable Lenders, the Cash Management
Affiliates and the Secured Affiliates, has a first-priority perfected Lien
covering said account and said account is, and at all times will be, free and
clear of all other Liens other than Permitted Liens none of which shall have
priority over the Liens in favor of the Administrative Agent or the Canadian
Administrative Agent (as applicable);

          (8) The obligor on said account is not (a) an Affiliate of any of the
Borrowers, or (b) an employee of any of the Borrowers;


                                                                              15

<PAGE>

          (9) Said account arose in the ordinary course of business of the
applicable Borrower;

          (10) Said account is not payable by an obligor who is more than 90
days past the original invoice date thereof with regard to 50% or more of the
total aggregate accounts owed to the Person by such obligor and all of its
Affiliates;

          (11) All consents, licenses, approvals or authorizations of, or
registrations or declarations with, any Governmental Authority required to be
obtained, effected or given in connection with the execution, delivery and
performance of said account by each party obligated thereunder have been duly
obtained, effected or given and are in full force and effect;

          (12) The obligor on said account is not the subject of any bankruptcy
or insolvency proceeding, has not had a trustee or receiver appointed for all or
a substantial part of its property, has not made an assignment for the benefit
of creditors, admitted its inability to pay its debts as they mature or
suspended its business, and the Administrative Agent, in its sole reasonable
discretion consistent with its standard practices, is otherwise satisfied with
the credit standing of such obligor;

          (13) The obligor of said account is organized and existing under the
laws of the United States of America or a State thereof or the federal laws of
Canada, a province or territory thereof, or if the obligor is not so organized
and existing, said account is covered under letters of credit or export/import
insurance reasonably satisfactory to the Administrative Agent;

          (14) The obligor of said account is not a state, commonwealth,
provincial, federal, foreign, territorial, or other court or governmental
department, commission, board, bureau, agency or instrumentality other than the
federal government of the United States of America, the federal government of
Canada or the government of any province or territory of Canada or political
subdivision thereof, and then only to the extent that such Person has complied
in all respects with the relevant provisions of the Federal Assignment of Claims
Act of 1940 (for a US Borrower) or the Financial Administration Act (Canada) or
similar provincial or territorial legislation or municipal ordinance of similar
purpose (for a Canadian Borrower);

          (15) In the case of the sale of goods, the subject goods have been
sold and shipped or delivered to an obligor on a true sale basis on open
account, or subject to contract, and not on consignment, on approval, on a "sale
or return" basis, or on a "bill and hold" or "pre-sale" basis or subject to any
other repurchase or return agreement, no material part of the subject goods has
been returned, rejected, lost or damaged, and said account is not evidenced by
chattel paper or an instrument of any kind;

          (16) Each of the representations and warranties set forth herein and
in the Security Instruments with respect to said account is true and correct on
such date; and

          (17) The obligor of said account is not an individual or individual
proprietorship unless such individual or individual proprietorship transacts
business with the Borrower in the ordinary course of business of the Borrower;

provided, that, if any Eligible Account, when added to all other accounts that
are obligations of the same obligor and its Affiliates, results in a total sum
that exceeds 20% of the total balance then due on all Eligible Accounts owed to
the Borrowers (without giving effect to any reduction in Eligible Accounts
pursuant to this proviso), unless the accounts of such obligors or group of
Affiliated obligors are insured pursuant to credit insurance acceptable to the
Administrative Agent which has been assigned to the Administrative Agent or the
Canadian Administrative Agent (as applicable), the amount of said accounts in
excess of 20% of such total balance then due shall be excluded from Eligible
Accounts of the


                                                                              16

<PAGE>

Borrowers to whom said accounts are owed; provided, that, if said accounts of
such obligor (or group of Affiliated obligors) are owed to both the US Borrowers
and the Canadian Borrowers, such excess amount shall be excluded from the
Eligible Accounts of the Canadian Borrowers and the US Borrowers in the same
proportion as all amounts from such obligor are owed to the Canadian Borrowers
and the US Borrowers.

          "ELIGIBLE ACCOUNT ADVANCE PERCENTAGE" shall mean 85%; provided, that,
the Administrative Agent may, in its sole discretion lower such percentage to
such lesser percentage as it deems appropriate in its sole discretion at any
time the applicable Borrowers' Dilution Percentage exceeds five percent (5%).

          "ELIGIBLE BILL AND HOLD ACCOUNTS" shall mean any "account" (as such
term is defined in Section 9-102 of the UCC) of any US Borrower which would be
an "Eligible Account" except for the fact that such account is a "bill and hold"
account; provided, that, (a) such account has been outstanding less than 60 days
from its original invoice date, and (b) the Administrative Agent shall have
received an agreement from the obligor thereof confirming its unconditional
obligation to pay such "bill and hold" accounts in form and substance
satisfactory to the Administrative Agent in its sole discretion.

          "ELIGIBLE EQUIPMENT" shall mean equipment (other than railcars) owned
by a Borrower and meeting each of the following requirements:

          (1) a Borrower has good title to such equipment;

          (2) a Borrower has the right to subject such equipment to a Lien in
favor of the Administrative Agent or the Canadian Administrative Agent, as
applicable; such equipment is subject to a first priority perfected Lien in
favor of the Administrative Agent or the Canadian Administrative Agent, as
applicable, and is free and clear of all other Liens of any nature whatsoever
(except for Permitted Liens which do not have priority over the Liens in favor
of the Administrative Agent or the Canadian Administrative Agent);

          (3) the full purchase price for such equipment has been paid by such
Borrower;

          (4) the Administrative Agent has received (i) an appraisal report
satisfactory to the Administrative Agent with respect to the equipment owned by
such Borrower from an independent appraiser satisfactory to the Administrative
Agent setting forth both (a) the orderly liquidation value and (b) the net
forced liquidation value of such equipment, or (ii) the original invoice or
other evidence in satisfactory detail to the Administrative Agent with respect
to the equipment acquired by such Borrower after the Closing Date from the
vendor(s) of such equipment setting forth (x) the purchase price paid or payable
by such Borrower in cash for such equipment and (y) any and all discounts,
rebates, credits (whether taken or available), sales and other taxes, delivery
and installation charges, design, engineering and other "soft" costs, and other
items related to the purchase price for such equipment;

          (5) such equipment is located on premises (i) owned by such Borrower,
which premises are subject to a first priority perfected Lien in favor of the
Administrative Agent or the Canadian Administrative Agent, as applicable, or
(ii) leased by the Borrower where the lessor has delivered to the Administrative
Agent or the Canadian Administrative Agent, as applicable, a Landlord Waiver
(provided, that no Landlord Waiver will be required to the extent a Rent Reserve
has been established);

          (6) such equipment is in good working order and condition (ordinary
wear and tear excepted) and is used or held for use by the Borrowers in the
ordinary course of business of the Borrowers;


                                                                              17

<PAGE>

          (7) such equipment is not subject to any agreement which restricts the
ability of the Borrowers to use, sell, transport or dispose of such equipment or
which restricts the Administrative Agent's or the Canadian Administrative
Agent's ability to take possession of, sell or otherwise dispose of such
equipment; and

          (8) such equipment does not constitute "fixtures" under the applicable
laws of the jurisdiction in which such equipment is located.

          "ELIGIBLE INCLUDED-IN-TRANSIT INVENTORY" shall mean
Included-In-Transit Inventory which would be "Eligible Inventory" but for the
requirement set forth in clause (2) of the definition of Eligible Inventory.

          "ELIGIBLE INVENTORY" shall mean, at any time with respect to any
Borrower, all "inventory" (as such term is defined in Section 9-102 of the UCC)
of such Person for which each of the following statements is accurate and
complete (and each Borrower by including such inventory in any computation of
the applicable Borrowing Base shall be deemed to represent and warrant to each
Agent, each Issuing Bank and each Lender the accuracy and completeness of such
statements (subject to Permitted Borrowing Base Adjustments)):

          (1) Said inventory is in good condition, meets all standards imposed
by any Governmental Authority having regulatory authority over it or its use
and/or sale and is not obsolete and is either currently usable or currently
salable in the normal course of business of such Person;

          (2) Said inventory is either (i) inventory the payment for which has
been provided for by the issuance of a Documentary Letter of Credit hereunder,
(ii) is in possession of a Borrower and (1) located on Real Property owned or
leased by such Person and described in Schedule 5.24 hereto, and (2) within the
United States or Canada; provided, that, if said inventory is located on Real
Property leased by such Person, the landlord of such Real Property shall have
executed a Landlord Waiver Agreement or a Rent Reserve shall have been
established for such leased Real Property, (iii) is in the possession of a third
party warehouse or bailee, but only to the extent the applicable warehouseman or
bailee has provided a Bailee Letter to the Administrative Agent or the Canadian
Administrative Agent, as applicable, or (iv) is Included-In-Transit Inventory;

          (3) Each of the representations and warranties set forth in the
Security Instruments with respect to said inventory is true and correct on such
date;

          (4) The Administrative Agent or the Canadian Administrative Agent, as
the case may be, on behalf of the applicable Lenders, has a first-priority
perfected Lien covering said inventory, other than Permitted Liens, and said
inventory is, and at all times will be, free and clear of all Liens except for
Permitted Liens none of which shall have priority over the Lien in favor of the
Administrative Agent or the Canadian Administrative Agent (as applicable);

          (5) Said inventory does not include goods that are not owned by such
Person, that are held by such Person pursuant to a consignment agreement or
which have been sold by such Person on a bill and hold basis to the extent such
inventory has been paid for or has given rise to an Eligible Bill and Hold
Account;

          (6) Said inventory is not subject to repossession under the Bankruptcy
and Insolvency Act (Canada) except to the extent the applicable vendor has
entered into an agreement with the Canadian Administrative Agent waiving its
right to repossession, which agreement shall be acceptable to the Canadian
Administrative Agent; and


                                                                              18

<PAGE>

          (7) Said inventory does not consist of spools, store room materials,
supplies or parts.

Standards of eligibility for inventory may be fixed and revised prospectively
from time to time solely by the Administrative Agent in its sole reasonable
discretion consistent with its standard practices.

          "ELIGIBLE REAL PROPERTY" means the Real Property listed on Schedule
5.24 owned by a Borrower (a) that is acceptable in the sole reasonable
discretion of the Administrative Agent or the Canadian Administrative Agent,
consistent with its standard practices, for inclusion in the US Borrowing Base
or Canadian Borrowing Base, as applicable, (b) in respect of which an appraisal
report has been delivered to the Administrative Agent or the Canadian
Administrative Agent in form, scope and substance reasonably satisfactory to the
Administrative Agent or the Canadian Administrative Agent, (c) in respect of
which the Administrative Agent or the Canadian Administrative Agent is satisfied
that all actions necessary or desirable in order to create a perfected first
priority Lien on such Real Property have been taken, including, the filing and
recording of a Real Estate Mortgage, (d) in respect of which an environmental
assessment report has been completed and delivered to the Administrative Agent
or the Canadian Administrative Agent in form and substance satisfactory to the
Lenders and which does not indicate any pending, threatened or existing
environmental liability, or non compliance with any environmental law, (e) which
is adequately protected by fully-paid valid title insurance with endorsements
and in amounts acceptable to the Administrative Agent or the Canadian
Administrative Agent, insuring that the Administrative Agent or the Canadian
Administrative Agent, as applicable, for the benefit of the Lenders, shall have
a perfected first priority Lien on such Real Property, evidence of which shall
have been provided in form and substance satisfactory to the Administrative
Agent or the Canadian Administrative Agent, (f) in respect of which the
Administrative Agent or the Canadian Administrative Agent, as applicable, has
received evidence satisfactory to such Agent that the improvements on such Real
Property are not located in a flood plain (or if any such improvements are
located in a flood plain, such Agent has received evidence of an acceptable
flood hazard insurance policy covering such improvements), (g) in respect of
which the Administrative Agent or the Canadian Administrative Agent, as
applicable, has received evidence satisfactory to such Agent that there are no
outstanding taxes, water and sewer charges, levies, assessments or impositions
of any kind which have been due and payable for more than thirty (30) days,
subject to contest rights, and (h) if required by the Administrative Agent or
the Canadian Administrative Agent: (1) a survey meeting the requirements of the
Administrative Agent or the Canadian Administrative Agent has been delivered for
which all necessary fees have been paid and which is dated no more than 30 days
prior to the date on which the applicable Real Estate Mortgage is recorded,
certified to the Administrative Agent or the Canadian Administrative Agent and
the issuer of the title insurance policy in a manner satisfactory to the
Administrative Agent or the Canadian Administrative Agent by a land surveyor
duly registered and licensed in the state or province in which such Eligible
Real Property is located and acceptable to the Administrative Agent or the
Canadian Administrative Agent, as applicable, and shows all buildings and other
improvements, any offsite improvements, the location of any easements, parking
spaces, rights of way, building setback lines and other dimensional regulations
and the absence of encroachments, either by such improvements or on to such
property, and other defects, other than encroachments and other defects
acceptable to the Administrative Agent or the Canadian Administrative Agent, as
applicable; (2) in respect of which local counsel in states in which the
Eligible Real Property is located have delivered a letter of opinion with
respect to the enforceability and perfection of the Real Estate Mortgages and
any related fixture filings in form and substance satisfactory to the
Administrative Agent or the Canadian Administrative Agent; and (3) in respect of
which the applicable Borrower shall have used its reasonable best efforts to
obtain estoppel certificates executed by all tenants of such Eligible Real
Property and such other consents, agreements and confirmations of lessors and
third parties have been delivered as the Administrative Agent or the Canadian
Administrative Agent, as applicable, may deem necessary or desirable, together
with evidence that all other actions that the Administrative Agent or the
Canadian Administrative Agent


                                                                              19

<PAGE>

may deem necessary or desirable in order to create perfected first priority
Liens on the property described in the Real Estate Mortgages have been taken.

          "ENVIRONMENTAL LAWS" shall mean any and all laws, statutes,
ordinances, rules, regulations, orders, or determinations of any Governmental
Authority pertaining to health or the environment in effect in any and all
jurisdictions in which any Credit Party is conducting or at any time has
conducted business, or where any Property of any Credit Party is located, or
where any hazardous substances generated by or disposed of by any of the Credit
Parties are located, including but not limited to the Oil Pollution Act of 1990
("OPA"), the Clean Air Act, as amended, the Comprehensive Environmental,
Response, Compensation, and Liability Act of 1980 ("CERCLA"), as amended, the
Federal Water Pollution Control Act, as amended, the Occupational Safety and
Health Act of 1970, as amended, the Resource Conservation and Recovery Act of
1976 ("RCRA"), as amended, the Safe Drinking Water Act, as amended, the Toxic
Substances Control Act, as amended, the Superfund Amendments and Reauthorization
Act of 1986, as amended, and other environmental conservation or protection
laws. The term "OIL" shall have the meaning specified in OPA; the terms
"HAZARDOUS SUBSTANCE," "RELEASE" and "THREATENED RELEASE" have the meanings
specified in CERCLA, and the terms "SOLID WASTE" and "DISPOSAL" (or "DISPOSED")
have the meanings specified in RCRA; provided, however, in the event either
CERCLA or RCRA is amended so as to change the meaning of any term defined
thereby, such changed meaning shall apply subsequent to the effective date of
such amendment, and provided, further, that, to the extent the laws of the state
in which any Property of any Credit Party is located establish a meaning for
"oil," "hazardous substance," "release," "solid waste" or "disposal" which is
broader than that specified in either OPA, CERCLA or RCRA, such broader meaning
shall apply.

          "EQUITY" shall mean shares of capital stock or a partnership, profits,
capital or member interest, or options, warrants or any other right to
substitute for or otherwise acquire the capital stock or a partnership, profits,
capital or member interest of any Person and shall expressly include all "stock
appreciation rights," "phantom stock," "profit participations" and other similar
interests.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended, and any successor statute.

          "ERISA AFFILIATE" shall mean each trade or business (whether or not
incorporated) which together with any Borrower would be deemed to be a "single
employer" within the meaning of Section 4001(b)(1) of ERISA or Subsections
414(b), (c), (m) or (o) of the Code.

          "ERISA TERMINATION EVENT" shall mean (a) a "Reportable Event"
described in Section 4043 of ERISA and the regulations issued thereunder (other
than a "Reportable Event" not subject to the provision for 30-day notice to the
PBGC pursuant to regulations under Section 4043 of ERISA, (b) the withdrawal of
any Credit Party or any ERISA Affiliate from a Plan during a plan year in which
it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, (c)
the filing of a notice of intent to terminate a Plan or the treatment of a Plan
amendment as a termination under Section 4041(c) of ERISA, (d) the institution
of proceedings to terminate a Plan by the PBGC, or (e) any other event or
condition which could reasonably be expected to constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan.

          "EURODOLLAR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

          "EVENT OF DEFAULT" shall have the meaning provided in Article 8.


                                                                              20

<PAGE>

          "EXCESS AVAILABILITY" shall mean, as of any date, the sum of (a) the
Canadian Excess Availability as of such date and (b) the US Excess Availability
as of such date.

          "EXCHANGE NOTE DOCUMENTS" shall mean the Exchange Notes, the Exchange
Notes Indenture, and each other material document, instrument or agreement to
which the Company or any of its Subsidiaries is or may hereafter become a party
pertaining to the Exchange Notes.

          "EXCHANGE NOTES" shall mean the 4.00% Convertible Senior Subordinated
Notes due 2033 and the 4.00% Convertible Senior Subordinated Notes due 2033, in
each case issued by the Company in an aggregate principal amount of $120,000,000
and having the terms set forth in the Exchange Notes Indenture.

          "EXCHANGE NOTES INDENTURE" means, collectively, (a) the Indenture
dated December 30, 2004, by and between the Company and The Bank of New York as
Trustee setting forth certain terms and conditions of certain of the Exchange
Notes, and (b) the Indenture dated June 3, 2003, by and between the Company and
The Bank of New York as Trustee setting forth certain terms and conditions of
the Exchange Notes.

          "EXCHANGECO" shall have the meaning set forth in the initial paragraph
hereof.

          "EXCLUDED TAXES" shall mean, with respect to the Administrative Agent,
any Lender, any Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of any Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Company is located, and (c) in the case
of a Foreign Lender any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with Section 2.19(f), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrowers with respect to such withholding tax pursuant to
Section 2.19(a). Notwithstanding the foregoing, "Excluded Taxes" shall not
include withholding taxes attributable to any amount payable by any US Credit
Party in respect of Canadian Lender Indebtedness pursuant to the Guaranty and
Security Agreement or any other Financing Document.

          "EXISTING BORROWERS" shall have the meaning given such term in the
recitals hereto.

          "EXISTING CREDIT AGREEMENT" shall mean the Credit Agreement dated as
of May 27, 2005 by and among the Borrowers, JPMorgan Chase Bank, N.A., as the
administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as the Canadian
administrative agent, and certain other parties thereto as amended prior to the
date hereof.

          "EXISTING FINANCING DOCUMENTS" shall have the meaning given such term
in the first paragraph of the agreements herein.

          "EXISTING INDEBTEDNESS" shall mean all Funded Indebtedness of the
Credit Parties on the Closing Date, but excluding Loans and Letter of Credit
Liabilities.

          "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with


                                                                              21

<PAGE>

members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day,
the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for such day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.

          "FEE LETTER" shall mean one or more letter agreements regarding fees,
executed by JPMorgan and/or certain of its Affiliates and accepted and agreed to
by the Company as the same have been or may hereafter be amended from time to
time.

          "FINANCIAL STATEMENTS" shall mean (a) the audited consolidated
financial statements of the Company for the Fiscal Years ended December 31,
2002, 2003, and 2004, and (b) the unaudited consolidated financial statements of
the Company for the Fiscal Quarter ended March 31, 2005.

          "FINANCING DOCUMENTS" shall mean this Agreement, the Security
Instruments, the Applications, Borrowing Requests, Borrowing Base Reports, the
Cash Collateral Account Agreements, the Fee Letter, and the other documents,
instruments or agreements described in Section 3.1, Section 3.2 and Section 3.3,
together with any other document, instrument or agreement (other than
participation, agency or similar agreements among the Lenders or between any
Lender and any other bank or creditor with respect to any indebtedness or
obligations of the Company or its Subsidiaries hereunder or thereunder) now or
hereafter entered into in connection with the Loans, the Lender Indebtedness or
the Collateral, as such documents, instruments or agreements may be amended,
modified or supplemented from time to time.

          "FISCAL QUARTER" shall mean the fiscal quarter of the Company and each
of the Borrowers, ending on the last day of each March, June, September and
December of each year.

          "FISCAL YEAR" shall mean the fiscal year of the Company and each of
the Borrowers, ending on the last day of December of each year.

          "FIXED CHARGE COVERAGE RATIO" shall mean, as to the Company and its
Subsidiaries on a consolidated basis, determined for any period, the ratio of
(a) EBITDA for such period minus the sum of (1) Non Financed Capital
Expenditures made during such period, plus (2) cash taxes paid during such
period, to (b) the sum of (1) scheduled principal payments on Funded
Indebtedness during such period (including the amount of scheduled reductions in
the Canadian Fixed Asset Component and the US Fixed Asset Component, assuming
that such reduction commenced on September 30, 2004), plus (2) Adjusted Interest
Expense for such period, plus (3) principal payments on the Exchange Notes and
payments made to repurchase, redeem or otherwise retire the Exchange Notes
(including any Principal Return Payment) during and after such period (any such
payments made after such period shall be included as if such payments had
occurred on the first day of such period); provided, that Fixed Charge Coverage
Ratio shall be calculated without giving effect to any component thereof
attributable to Target and Target's Subsidiaries.

          "FOREIGN LENDER" shall mean, as to the US Borrowers, any US Lender
that is organized under the laws of a jurisdiction other than that in which the
US Borrowers are located. For purposes of this definition, the United States of
America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.

          "FUNDED INDEBTEDNESS" shall mean, as to any Person, without
duplication, all Indebtedness for borrowed money, all obligations evidenced by
bonds, debentures, notes, or other similar


                                                                              22

<PAGE>

instruments, all Capital Lease Obligations, all contingent obligations of such
person with respect to letters of credit and all guaranties of Funded
Indebtedness of other Persons.

          "GAAP" shall mean generally accepted accounting principles in effect
in the United States as applied in accordance with Section 1.2 as of the date
hereof consistently applied.

          "GOVERNMENTAL AUTHORITY" shall mean any (domestic or foreign) federal,
state, province, territory, county, city, municipal or other political
subdivision or government, department, commission, board, bureau, court, agency
or any other instrumentality of any of them, which exercises jurisdiction over
any Credit Party or any Property (including, but not limited to, the use and/or
sale thereof) of any Credit Party or any Plan.

          "GOVERNMENTAL REQUIREMENT" shall mean any law, statute, code,
ordinance, order, rule, regulation, judgment, decree, injunction, franchise,
permit, certificate, license, authorization or other direction or requirement
(including but not limited to any of the foregoing which relate to Environmental
Laws, energy regulations and occupational, safety and health standards or
controls) of any Governmental Authority.

          "GUARANTY AND SECURITY AGREEMENT" shall mean a Guaranty and Security
Agreement substantially in the form of Exhibit G executed by each US Borrower in
favor of Administrative Agent for the ratable benefit of the Lenders and Secured
Affiliates and Cash Management Affiliate, as amended, modified, renewed,
supplemented or restated from time to time.

          "HIGHEST LAWFUL RATE" shall mean, with respect to each Lender, the
maximum non-usurious interest rate, if any, that at any time or from time to
time may be contracted for, taken, reserved, charged or received on the Lender
Indebtedness, as the case may be, owed to it under the law of any jurisdiction
whose laws may be mandatorily applicable to such Lender notwithstanding other
provisions of this Agreement, or law of the United States of America, Canada, or
any other jurisdiction applicable to such Lender and the Transactions, which
would permit such Lender to contract for, charge, take, reserve or receive a
greater amount of interest than under such jurisdiction's law.

          "HOLDING" shall have the meaning set forth in the initial paragraph
hereof.

          "INCLUDED-IN-TRANSIT INVENTORY" means Eligible Inventory which (a) has
been placed with a common carrier for shipment to a Borrower, (b) has been
inspected and approved by a Borrower or an agent of a Borrower, (c) is the
subject of a bill of lading or other document of title (all counterparts which,
to the extent the Administrative Agent or the Canadian Administrative Agent has
requested, are in the possession of the Administrative Agent or the Canadian
Administrative Agent, as applicable) vesting title to such inventory in a
Borrower, and (d) has been insured pursuant to one or more policies of insurance
meeting the requirements of Section 6.5 hereof.

          "INDEBTEDNESS" of any Person shall mean:

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

          (b) all obligations of such Person (whether contingent or otherwise)
in respect of bankers' acceptances, letters of credit, surety or other bonds and
similar instruments;

          (c) all obligations of such Person to pay the deferred purchase price
of Property or services (other than for borrowed money);


                                                                              23

<PAGE>

          (d) all Capital Lease Obligations in respect of which such Person is
liable, contingently or otherwise, as obligor, guarantor or otherwise, or in
respect of which obligations such Person otherwise assures a creditor against
loss;

          (e) all guaranties (direct or indirect), and other contingent
obligations of such Person in respect of, or obligations to purchase or
otherwise acquire or to assure payment of, Indebtedness or other obligations of
other Persons;

          (f) Indebtedness of others secured by any Lien upon Property owned by
such Person, whether or not assumed;

          (g) all obligations or undertakings of such Person to maintain or
cause to be maintained the financial position or financial covenants of other
Persons;

          (h) obligations to deliver goods or services in consideration of
advance payments, excluding such obligations incurred in the ordinary course of
business as conducted by the Borrowers as of the Closing Date;

          (i) the net amount of obligations of such Person under agreements of
the types described in the definition of Swap Agreements; and

          (j) any "synthetic lease", "tax retained operating lease" or similar
lease financing arrangements under which the tenant is treated as the owner of
property for tax purposes but such lease is treated as an operating lease in
accordance with GAAP.

          "INDEMNIFIED TAXES" shall mean Taxes other than Excluded Taxes.

          "INTEREST EXPENSE" shall mean, as to any Person for any period,
without duplication, total interest expenses, whether paid or accrued as
liabilities (including the interest component of Capital Lease Obligations),
with respect to all outstanding Indebtedness, including, without limitation, all
commissions, discounts and other fees and charges owed with respect to any
financing or letters of credit and net costs under any Swap Agreement to the
extent that such costs are included within interest expense in the Company's
financial statements prepared in accordance with GAAP.

          "INTEREST PAYMENT DATE" means (a) with respect to any ABR Loan and
Canadian Prime Rate Loan (other than a US Swingline Loan), each Quarterly Date
and the Maturity Date, (b) with respect to each Eurodollar Loan, the last day of
the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Eurodollar Borrowing with an Interest Period of more than
three months' duration, each day prior to the last day of such Interest Period
that occurs at intervals of three months' duration after the first day of such
Interest Period and the Maturity Date, and (c) with respect to any US Swingline
Loan, each Quarterly Date and the Maturity Date.

          "INTEREST PERIOD" means, with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the applicable Borrowers may elect; provided, that, (a) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (b) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar


                                                                              24

<PAGE>

month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such
Borrowing.

          "INTERNATIONAL HOLDINGS" shall have the meaning set forth in the
initial paragraph hereof.

          "INVENTORY ADVANCE PERCENTAGE" shall initially mean 65%; provided,
that, the Inventory Advance Percentage may be adjusted (but not increased above
65%) by the Administrative Agent in its sole but reasonable discretion based on
the results of any inventory appraisal conducted pursuant to Section 6.10(n).

          "INVESTMENT" shall have the meaning set forth in the initial paragraph
hereof.

          "ISSUING BANK" shall mean (a) for each US Letter of Credit, JPMorgan,
as the issuing bank for such US Letter of Credit and (b) for each Canadian
Letter of Credit, JPMorgan Canada (or any other Lender designated by the
Canadian Borrowers and approved in writing by the Canadian Administrative Agent
such approval not to be unreasonably withheld), as the issuing bank for such
Canadian Letter of Credit.

          "JPMORGAN" shall mean JPMorgan Chase Bank, N.A., in its individual
capacity or as an Issuing Bank, as the case may be, and not as the
Administrative Agent.

          "JPMORGAN CANADA" shall mean JPMorgan Chase Bank, N.A., Toronto
Branch, in its individual capacity or as an Issuing Bank, as the case may be,
and not as Canadian Administrative Agent.

          "LANDLORD CONSENT AND SUBORDINATION AGREEMENT" shall mean an agreement
executed and delivered by each landlord of Real Property leased by any Credit
Party and subject to a Real Estate Mortgage pursuant to which such landlord (a)
consents to the execution and delivery of a Real Estate Mortgage by such Credit
Party in favor of the Administrative Agent or the Canadian Administrative Agent,
as applicable with respect to the leased Real Property, and (b) subordinates all
of its Liens to the Liens of the Administrative Agent or the Canadian
Administrative Agent, as applicable, in the Property of such Credit Party
located on the leased Real Property.

          "LANDLORD WAIVER AGREEMENT" shall mean an agreement executed and
delivered by each landlord of Real Property leased by any Borrower pursuant to
which such landlord subordinates or waives all of its Liens to the Liens of the
Administrative Agent or the Canadian Administrative Agent (as applicable) in the
Property of such Borrower located on the leased Real Property.

          "L/C COVER" when required by this Agreement for Letter of Credit
Liabilities of an Account Party, shall be effected by paying to the
Administrative Agent in the case of US Letter of Credit Liabilities or the
Canadian Administrative Agent in the case of Canadian Letter of Credit
Liabilities in immediately available funds, to be held by the Administrative
Agent or the Canadian Administrative Agent, as applicable, in a collateral
account maintained by the Administrative Agent or the Canadian Administrative
Agent, as applicable, and which accounts may be Blocked Accounts maintained with
the Administrative Agent or the Canadian Administrative Agent, as applicable,
and collaterally assigned as security pursuant to the Financing Documents, an
amount equal to the maximum amount of each applicable Letter of Credit issued
for the account of such account party which is available for drawing at any
time. Such amount shall be retained by the Administrative Agent or the Canadian
Administrative Agent, as applicable, in such collateral account until such time
as the applicable Letter of Credit shall


                                                                              25

<PAGE>

have expired and the Reimbursement Obligations, if any, with respect thereto
shall have been fully satisfied.

          "LENDER" and "LENDERS" shall have the meanings set forth in the
initial paragraph hereof.

          "LENDER INDEBTEDNESS" shall mean any and all amounts owing or to be
owing by any Credit Party to the Administrative Agent, the Canadian
Administrative Agent, the Issuing Banks, the Lenders, the Secured Affiliates or
the Cash Management Affiliates with respect to or in connection with the Loans,
any Letter of Credit Liabilities, any Swap Agreement between a Credit Party and
JPMorgan or one of its Secured Affiliates, any Cash Management Agreement between
a Credit Party and any Lender or one of its Cash Management Affiliates, this
Agreement, or any other Financing Document.

          "LENDING OFFICE" shall mean for each Lender the office specified
opposite such Lender's name on the signature pages hereof, or in the Assignment
and Assumption pursuant to which it became a Lender, with respect to each Type
of Loan, or such other office as such Lender may designate in writing from time
to time to the Company and the Administrative Agent with respect to such Type of
Loan.

          "LETTER OF CREDIT" shall mean any Canadian Letter of Credit or US
Letter of Credit, and "LETTERS OF CREDIT" shall mean Canadian Letters of Credit
and US Letters of Credit, collectively.

          "LETTER OF CREDIT LIABILITIES" shall mean the US Letter of Credit
Liabilities and Canadian Letter of Credit Liabilities, collectively.

          "LIBO RATE" shall mean, with respect to any Eurodollar Borrowing for
any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "LIBO Rate"
with respect to such Eurodollar Borrowing for such Interest Period shall be the
rate at which dollar deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

          "LIEN" shall mean any interest in Property securing an obligation owed
to, or a claim by, a Person other than the owner of the Property, whether such
interest is based on contract, constitutional, common, or statutory law, and
including but not limited to the lien or security interest arising from a
mortgage, encumbrance, pledge, security agreement, conditional sale or trust
receipt or a lease, consignment or bailment for security purposes. The term
"Lien" shall include reservations, exceptions, encroachments, easements, rights
of way, covenants, conditions, restrictions, liens and other statutory,
constitutional, or common law rights of landlords, leases and other title
exceptions and encumbrances affecting Property. For the purposes of this
Agreement, any Borrower shall be deemed to be the owner of any Property which it
has acquired or holds subject to a conditional sale agreement, financing lease
or other arrangement pursuant to which title to the Property has been retained
by or vested in some other Person for security purposes.


                                                                              26

<PAGE>

          "LOAN" shall mean a Revolving Credit Loan or a US Swingline Loan and
"LOANS" shall mean the Revolving Credit Loans and the US Swingline Loans or one
or more of them as provided herein.

          "LOCKBOX" shall mean any lockbox to be established and operated
pursuant to Section 4.3 and Section 4.4 hereof and a Lockbox Agreement.

          "LOCKBOX AGREEMENT" shall mean one or more lockbox agreements,
tri-party agreements, or similar documents to be entered into between the
Borrowers (or any of them) and the Administrative Agent or the Canadian
Administrative Agent on the Administrative Agent's or the Canadian
Administrative Agent's standard form (with such modifications thereto as the
Administrative Agent or the Canadian Administrative Agent shall reasonably
require) setting forth certain terms applicable to the establishment and
operation of the applicable Lockbox. The Canadian Blocked Account Agreement
shall constitute a Lockbox Agreement.

          "MATURITY DATE" shall mean May 26, 2010.

          "MARGIN STOCK" shall have the meaning provided in Regulations U and X.

          "MATERIAL ADVERSE EFFECT" shall mean any material and adverse effect
on (a) the business, operations, assets, liabilities, condition (financial or
otherwise), prospects, or results of operations of (i) the US Borrowers taken as
a whole, or (ii) the Canadian Borrowers taken as a whole, (b) the validity or
enforceability of any of the Financing Documents or the rights and remedies of
the Administrative Agent, the Canadian Administrative Agent or the Lenders
thereunder, or (c) the perfection or priority of any Liens securing the Canadian
Lender Indebtedness or the Lender Indebtedness.

          "MAVERICK GP LLC" shall have the meaning set forth in the initial
paragraph hereof.

          "MAVERICK INTERNATIONAL" shall mean Maverick Tube International, Inc.,
a Barbados foreign sales corporation.

          "MORTGAGED REAL PROPERTY" shall mean the Real Property of the
Borrowers described on Part I of Schedule 5.24 hereto and all other Real
Property which may hereafter be mortgaged to the Administrative Agent or the
Canadian Administrative Agent pursuant to a Real Estate Mortgage.

          "NET ORDERLY LIQUIDATION VALUE PERCENTAGE" means, at any date of
determination and with respect to inventory of Borrower, the percentages of Cost
of the Borrowers' Inventory, as determined by an independent appraisal firm
acceptable to the Administrative Agent in connection with the most recent
inventory appraisal conducted pursuant to Section 6.10(n) hereof, estimated to
be derived from the sale and/or other disposition of such Borrowers' Inventory
in an orderly liquidation net of all commissions, brokers' fees, legal and other
professional fees and expenses and other usual and customary transaction costs
associated with such sale or disposition (other than fees, expenses and other
costs for which an Availability Reserve is in effect as of the date of
calculation of Net Orderly Liquidation Value Percentage).

          "NET PROCEEDS" means, with respect to any event, (a) the cash proceeds
received in respect of such event including (1) any cash received in respect of
any non-cash proceeds (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or purchase
price adjustment receivable or otherwise, but excluding any interest payments),
but only as and when received, (2) in the case of a casualty, insurance proceeds
and (3) in the case of a condemnation or similar event, condemnation awards and
similar payments, net of (b) the sum of (1) all


                                                                              27

<PAGE>

reasonable fees and out-of-pocket expenses paid to third parties (other than
Affiliates) in connection with such event, (2) in the case of a sale, transfer
or other disposition of an asset (including pursuant to a sale and leaseback
transaction or a casualty or a condemnation or similar proceeding), the amount
of all payments required to be made as a result of such event to repay
Indebtedness (other than Loans) secured by such asset or otherwise subject to
mandatory prepayment as a result of such event and (3) the amount of all taxes
paid (or reasonably estimated to be payable) and the amount of any reserves
established to fund contingent liabilities reasonably estimated to be payable,
in each case during the year that such event occurred or the next succeeding
year and that are directly attributable to such event (as determined reasonably
and in good faith by the Borrowers).

          "NEW LENDER" has the meaning assigned to such term in Section 2.25.

          "NEW LENDER AGREEMENT" means a New Lender Agreement entered into by a
New Lender in accordance with Section 2.25 and accepted by the Administrative
Agent or the Canadian Administrative Agent, as applicable, in the form of
Exhibit H, or any other form approved by Administrative Agent or the Canadian
Administrative Agent.

          "NEW SUBSIDIARY" has the meaning assigned to such term in Section 6.9
hereof.

          "NON FINANCED CAPITAL EXPENDITURES" shall mean Capital Expenditures
made by any Credit Party which are not financed pursuant to the incurrence of
Indebtedness, the issuance of Equity or receipt of an equity contribution, a
Capitalized Lease Obligation or a Loan.

          "OBLIGATED PARTY" shall mean any Borrower and any other Person who is
a Party to a Financing Document for purposes of guaranteeing or securing the
Lender Indebtedness or any part thereof; provided, that, Obligated Parties do
not include any Bailee, suppliers, landlords or account debtors of any Borrower
that have executed Bailee Letters, Landlord Consents and Subordination
Agreements, Landlord Waiver Agreements, bill-and-hold agreements or waivers of
repossession rights under Bankruptcy and Insolvency Act (Canada).

          "ORIGINAL CREDIT AGREEMENT" shall mean the Amended and Restated Credit
Agreement dated as of December 31, 2002 by and among the Borrowers, JPMorgan, as
the administrative agent, CIT Business Credit Canada Inc., as the Canadian
administrative agent, and certain other parties thereto as amended through May
27, 2005.

          "OTHER TAXES" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement.

          "PAYMENT OFFICE" shall mean (a) with respect to US Loans, the
Administrative Agent's office located at 120 S. LaSalle Street, 8th Floor, Mail
Code IL1-1190, Chicago, Illinois 60603, Attn: Eufemio Garcia (or such other
office or individual as the Administrative Agent may hereafter designate in
writing to the other parties hereto), and (b) with respect to Canadian Loans,
the Canadian Administrative Agent's office located at Royal Bank Plaza, South
Tower, 200 Bay Street, Suite 1800, Toronto, Ontario MJ5 2J2, Attn: Indrani
Lazarus or Amanda Vidulich (or such other office or individual as the Canadian
Administrative Agent may hereafter designate in writing to the other parties
hereto).

          "PBGC" shall mean the Pension Benefit Guaranty Corporation, or any
successor thereto.

          "PERFECTION CERTIFICATE" shall mean that certain Perfection
Certificate dated May 26, 2005, executed by each Borrower (other than RCH and
RCM) and addressed to the Administrative Agent.


                                                                              28

<PAGE>

          "PERFECTION CERTIFICATE UPDATE" shall mean a Certificate from a
Responsible Officer of the Company in the form of Exhibit I hereto to be
delivered to the Administrative Agent monthly pursuant to Section 6.10(g) hereof
and setting forth all changes that would be required to be made to the
Perfection Certificates (as updated pursuant to any prior Perfection Certificate
Updates) to cause the Perfection Certificates to be accurate and complete if
reissued as of the last day of the month immediately preceding the month in
which the Perfection Certificate is required to be delivered pursuant to Section
6.10(g) hereof.

          "PERMITTED BORROWING BASE ADJUSTMENTS" means adjustments to the
Canadian Borrowing Base or US Borrowing Base reflected on any Borrowing Base
Report delivered pursuant to Section 6.10(g) (a) made within ten (10) days after
delivery of such Borrowing Base Report, (b) solely to eliminate any intercompany
profit reflected in the cost of inventory acquired by any Borrower from an
Affiliate, and (c) which does not result in a reduction in the US Borrowing Base
and the Canadian Borrowing Base (considered in the aggregate) of greater than
$500,000.

          "PERMITTED LIENS" shall have the meaning assigned in Section 7.3
hereof.

          "PERSON" shall mean any individual, partnership, firm, corporation,
limited liability companies, association, joint venture, trust or other entity,
or any government or political subdivision or agency, department or
instrumentality thereof; provided, however, for the purpose of the definition of
"Change of Control," "Person" shall mean a "person" or group of persons within
the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended.

          "PLAN" shall mean any employee pension benefit plan, as defined in
Section 3(2) of ERISA (including, but not limited to, an employee pension
benefit plan, such as a foreign plan, which is not subject to the provisions of
ERISA), which (a) is currently or hereafter sponsored, maintained or contributed
to by any Credit Party or an ERISA Affiliate, or (b) was at any time during the
six preceding Fiscal Years sponsored, maintained or contributed to by any Credit
Party or an ERISA Affiliate.

          "PRECISION" shall have the meaning set forth in the initial paragraph
hereof.

          "PRECISION CANADA" shall have the meaning set forth in the initial
paragraph hereof.

          "PRECISION GP LLC" shall have the meaning set forth in the initial
paragraph hereof.

          "PREMOCA ACQUISITION" shall mean the proposed acquisition by certain
Credit Parties of the capital stock and/or assets of C.A. Premoca and certain of
its Affiliates.

          "PRIME RATE" means the rate of interest per annum publicly announced
from time to time by JPMorgan as its prime rate; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced
as being effective.

          "PRINCIPAL PROPERTY" shall mean all or a material part of a principal
manufacturing, processing or distribution facility of a Borrower, including a
material part of any equipment located thereon or used in connection therewith;
each principal manufacturing, processing or distribution facility of the
Borrowers as of the date hereof is described on Schedule 5.24 hereto.

          "PRINCIPAL RETURN PAYMENT" shall have the meaning set forth in Section
7.19(c) hereto.

          "PROCESSING RESERVES" shall mean the aggregate of all amounts due from
any Borrower to a Bailee at the end of each month in respect of any processing
of such Borrower's inventory performed


                                                                              29

<PAGE>

by such Bailee. The Processing Reserves shall be calculated separately for the
US Borrowers and the Canadian Borrowers and shall be the Dollar Equivalent of
any amounts otherwise expressed in Canadian Dollars.

          "PROJECTIONS" shall mean the projections of the results of operations
and financial condition of the Company and its consolidated Subsidiaries for
Fiscal Years ending on December 31, 2005, 2006, 2007, 2008, 2009 and 2010,
copies of which have been provided to the Administrative Agent and the Lenders.

          "PROPERTY" shall mean any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

          "PRUDENTIAL" shall have the meaning set forth in the initial paragraph
hereof.

          "PRUDENTIAL ULC" shall have the meaning set forth in the initial
paragraph hereof.

          "QUARTERLY DATES" shall mean the last day of each March, June,
September and December in each year.

          "RCH" shall have the meaning set forth in the initial paragraph
hereof.

          "RCM" shall have the meaning set forth in the initial paragraph
hereof.

          "REAL ESTATE MORTGAGE" shall mean a Canadian Real Estate Mortgage or a
US Real Estate Mortgage, as the case may be.

          "REAL PROPERTY" shall mean any right, title or interest in and to real
property, including any fee interest, leasehold interest, easement, or license
and any other right to use or occupy real property, including any right arising
by contract.

          "REGISTER" shall have the meaning assigned in Section 10.7(b)(iv).

          "REGULATION D", "REGULATIONS U AND X" shall mean, respectively,
Regulation D under the Securities Act of 1933, as amended or modified from time
to time, and Regulation U and Regulation X of the Board of Governors of the
Federal Reserve System, as such regulations are from time to time in effect and
any successor regulations thereto.

          "REIMBURSEMENT OBLIGATIONS" shall mean, at any date, the obligation of
the Canadian Borrowers then outstanding in respect of Canadian Letters of Credit
and the obligation of the US Borrowers then outstanding in respect of US Letters
of Credit, to reimburse the Administrative Agent or the Canadian Administrative
Agent, as applicable, for the account of the Issuing Bank for the amount paid by
the Issuing Bank in respect of any drawings under such Letters of Credit.

          "RELATED AFFILIATE" shall mean (a) with respect to any US Lender, such
Lender's Affiliate which is a Canadian Lender hereunder if any, and (b) with
respect to any Canadian Lender, such Lender's Affiliate which is a US Lender
hereunder if any.

          "RELATED PARTIES" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.


                                                                              30

<PAGE>

          "RENT RESERVE" shall mean a reserve equal to three (3) months of
rental obligations for each parcel of Real Property leased by a Borrower at
which Eligible Inventory is located with respect to which the landlord has not
provided a Landlord Waiver Agreement.

          "REPORT" means reports prepared by the Administrative Agent or the
Canadian Administrative Agent or another Person showing the results of
appraisals, field examinations or audits pertaining to the Borrowers' assets
from information furnished by or on behalf of the Borrowers, after the
Administrative Agent or the Canadian Administrative Agent has exercised their
rights of inspection pursuant to this Agreement, which Reports may be
distributed to the Lenders by the Administrative Agent or the Canadian
Administrative Agent.

          "REQUIRED LENDERS" shall mean the Lenders having 51% or more of the
combined aggregate amount at such time of the Revolving Credit Commitments,
until terminated, and thereafter, the Lenders having 51% or more of the
Aggregate Revolving Credit Exposure.

          "RESPONSIBLE OFFICER" shall mean, with respect to any corporation, the
chairman of the board, the president, any vice president, the chief executive
officer or the chief operating officer, or any equivalent officer (regardless of
his or her title), and, in respect of financial or accounting matters, the chief
financial officer, the vice president of finance, the treasurer, the controller,
or any equivalent officer (regardless of his or her title). Unless otherwise
specified, all references to a Responsible Officer herein shall mean a
Responsible Officer of all Borrowers.

          "RESTRICTED PAYMENT" shall mean (a) any dividend or other distribution
(whether in cash, securities or other Property) with respect to Equity in any
Credit Party, (b) the redemption, retirement, acquisition, cancellation or
termination of any Equity in any Credit Party, (c) any payment, prepayment,
redemption, retirement, acquisition, cancellation or termination on or before
the scheduled due date therefore of any Indebtedness of any Credit Party which
is subordinated to all or any part of the Lender Indebtedness or which is made
in violation of the applicable subordination provisions, and (d) the making of
any sinking fund payment or similar deposit for any purpose described in clauses
(a), (b) or (c) preceding.

          "REVOLVING CREDIT COMMITMENTS" shall mean collectively, the US
Revolving Credit Commitments and the Canadian Revolving Credit Commitments.

          "REVOLVING CREDIT EXPOSURE" shall mean, at any time for each Revolving
Lender, the sum of such Lender's US Revolving Credit Exposure and Canadian
Revolving Credit Exposure at such time.

          "REVOLVING CREDIT LOAN" shall mean, collectively, the US Revolving
Credit Loans and the Canadian Revolving Credit Loans.

          "REVOLVING LENDERS" shall mean, collectively, the US Revolving Lenders
and the Canadian Lenders.

          "ROLLING PERIOD" shall mean any period of four consecutive Fiscal
Quarters.

          "SEAC LLC" shall have the meaning set forth in the initial paragraph
hereof.

          "SEACAT" shall have the meaning set forth in the initial paragraph
hereof.


                                                                              31

<PAGE>

          "SECURED AFFILIATE" shall mean any Affiliate of any Lender that has
entered into a Swap Agreement with any Credit Party with the obligations of such
Credit Party thereunder being secured by one or more Security Instruments.

          "SECURITY INSTRUMENTS" shall mean any and all agreements or
instruments now or hereafter executed and delivered by any Credit Party or any
other Person as security for the payment or performance of the Lender
Indebtedness or the Canadian Lender Indebtedness, as any of the foregoing may be
amended, modified or supplemented.

          "SETTLEMENT DATE " shall mean the date, weekly, and more frequently,
at the discretion of the Canadian Administrative Agent, upon the occurrence of
an Event of Default or a continuing decline or increase of the Canadian
Revolving Credit Loans, that the Canadian Administrative Agent and the Canadian
Lenders shall settle amongst themselves so that (a) the Canadian Administrative
Agent shall not have, as the agent for the Canadian Lenders, any money at risk,
and (b) on such Settlement Date the Canadian Lenders shall have their respective
Canadian Revolving Credit Percentage of the Aggregate Canadian Revolving Credit
Exposure; provided, that, each Settlement Date for a Canadian Lender shall be a
Business Day on which such Canadian Lender and its bank are open for business,
as applicable; provided, further, each Canadian Lender shall have at least one
Business Day's notice of a Settlement Date and the amount owed by such Canadian
Lender on that date.

          "SOLVENT" shall mean with respect to any Person on a particular date,
the condition that, on such date, (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be
required to pay the probable liabilities of such Person on its debts as they
become absolute and matured, (c) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay as such debts and liabilities mature, and (d) such Person is not engaged in
business or a transaction, and is not about to engage in business or a
transaction, for which such Person's property would constitute an unreasonably
small amount of capital.

          "SPOT EXCHANGE RATE" shall mean, on any day, the spot rate at which
Dollars are offered on such day by JPMorgan Canada in Toronto, Ontario Canada
for C$ at approximately 11:00 a.m. (Toronto, Ontario Canada time).

          "STANDBY LETTER OF CREDIT" shall mean a letter of credit that (a) is
used in lieu or in support of performance guarantees or performance, surety or
other similar bonds (but expressly excluding stay and appeal bonds) arising in
the ordinary course of business, (b) is used in lieu or in support of stay or
appeal bonds, (c) supports the payment of insurance premiums for reasonably
necessary casualty insurance carried by any of the Borrowers, or (d) supports
payment or performance for identified purchases or exchanges of products or
services in the ordinary course of business.

          "STATUTORY RESERVE RATE" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred
to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The


                                                                              32

<PAGE>

Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

          "STORAGE/HANDLING RESERVES" shall mean an amount, calculated as of the
last day of each month and calculated separately for the US Borrowers and the
Canadian Borrowers, equal to the aggregate of all amounts for storage, handling
and other services (other than amounts for processing work) charged by each
Bailee to such Borrowers for the three month period then ended; provided,
however, such amounts charged by Bailees who are no longer Bailees at end of the
period for which Storage/Handling Reserves are being calculated shall be
excluded in calculating Storage/Handling Reserves for such period; provided,
further, if a Bailee at the end of any period for which Storage/Handling
Reserves are being calculated has not been a Bailee for all of such period, all
such amounts paid to such Bailee shall be included in the Storage/Handling
Reserves on a pro forma basis as if such Bailee had been a Bailee since the
beginning of such period.

          "SUBSIDIARY" of any Person shall mean a corporation, limited liability
company, partnership, general partnership, limited partnership, unlimited
liability company, limited corporation or other entity of which a majority of
the outstanding shares of stock of each class having ordinary voting power or
other equity interests is owned by such Person, by one or more Subsidiaries of
such Person, or by such Person and one or more of its Subsidiaries.

          "SUPER MAJORITY LENDERS" shall mean the Lenders having 75% or more of
the combined aggregate amount at such time of the Revolving Credit Commitments,
until terminated, and thereafter, the Lenders having 75% or more of the
Aggregate Revolving Credit Exposure.

          "SWAP AGREEMENT" shall mean any interest rate, currency or commodity
swap, cap, floor, collar, forward agreement, futures contract or other
protection agreement or option with respect to any such transaction, designed to
hedge against fluctuations in interest rates, currency exchange rates or
commodity prices.

          "SWAP RESERVES" shall mean, an amount (reflected in Dollars)
calculated as of the last day of each month and separately for the US Borrowers
and the Canadian Borrowers, equal to such Borrowers' net liability under the
Swap Agreements to which such Borrowers are a party, calculated in accordance
with GAAP, with such calculation subject to review and approval by the
Administrative Agent; provided, that without limiting the foregoing, (x) the
Administrative Agent shall not be required to establish any Swap Reserve with
respect to any Swap Agreement provided by any Lender (or any of its Affiliates)
for which the applicable Lender has not requested in writing that the
Administrative Agent establish such Swap Reserve in advance of actually
providing such Swap Agreement to the Credit Parties, (y) the amount of any Swap
Reserve requested by any Lender shall accurately reflect such Lender's estimate
of the obligations of the applicable Credit Party under such Swap Agreement, and
(z) the Administrative Agent shall not be responsible for adjusting the amount
of any Swap Reserve from time to time without written notice from the applicable
Lender requesting the Administrative Agent to make any such adjustment.

          "TARGET" means each of International Growth Partners Ltda, Select
Growth Partners Ltda, International Growth Investors Ltd., Select Common
Partners Ltd., Tubos del Caribe S.A., Consorcio Metalurgico Nacional S.A.,
Tubulares de Colombia Ltda, Advance Tubular de Venezuela C.A., Advance Tubular
de Ecuador S.A., and Advance Corp.

          "TARGET ACQUISITION" shall mean the acquisition directly and
indirectly by International Holdings, Maverick GP, LLC and Investment of
substantially all of the Equity of Target pursuant to the Target Purchase
Agreement.


                                                                              33

<PAGE>

          "TARGET FINANCIAL STATEMENTS" shall mean the financial statements of
Target described in Section 3.4 of the Target Purchase Agreement.

          "TARGET PURCHASE AGREEMENT" shall mean that certain Stock Purchase
Agreement dated as of May 20, 2005, by and between Mortonbay S.A. and Piament
Holdings S.A., as Sellers, and International Holdings, Maverick GP, LLC and
Investment, as Buyers.

          "TARGET PURCHASE DOCUMENTS" has the meaning assigned to such term in
Section 5.27.

          "TAXES" shall mean any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "TIER I REDUCED AVAILABILITY PERIOD" shall mean any period beginning
on a day in which Excess Availability is less than $150,000,000 but greater than
$75,000,000 and continuing until Excess Availability has been at least
$150,000,000 for six (6) consecutive calendar months.

          "TIER II REDUCED AVAILABILITY PERIOD" shall mean any period beginning
on a day on which Excess Availability is less than $75,000,000 and continuing
until Excess Availability has been at least $75,000,000 for six (6) consecutive
calendar months.

          "TRANSACTIONS" shall mean the transactions provided for in and
contemplated by this Agreement and the other Financing Documents.

          "TRIGGER THRESHOLD" shall mean an amount equal to the greater of (a)
$50,000,000, or (b) 13.33% of the aggregate amount of the Revolving Credit
Commitments.

          "TRUE-UP LOANS" shall have the meaning set for in the second paragraph
of the agreements herein.

          "TTS" shall have the meaning set forth in the initial paragraph
hereof.

          "TUBE" shall have the meaning set forth in the initial paragraph
hereof.

          "TUBE CANADA" shall have the meaning set forth in the initial
paragraph hereof.

          "TUBE GP" shall have the meaning set forth in the initial paragraph
hereof.

          "TUBE LP" shall have the meaning set forth in the initial paragraph
hereof.

          "TUBE ULC" shall have the meaning set forth in the initial paragraph
hereof.

          "TYPE" of Loan shall mean an ABR Loan, a Eurodollar Loan, a Canadian
Prime Rate Loan, or a B/A Loan and shall also refer to a C$ Denominated Loan or
a Dollar Denominated Loan.

          "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the State of New York or, where applicable as to specific Credit Party
or Collateral, any other relevant state. In addition, "UCC" shall mean with
respect to the Canadian Credit Parties or any Property of the Canadian Credit
Parties subject thereto, the Personal Property Security Act or similar
legislation as from time to time in effect in the Province of Alberta or, where
applicable as to any specific Canadian Credit Party or Collateral, any other
relevant province or territory.


                                                                              34

<PAGE>

          "US BLOCKED ACCOUNT" means a Blocked Account established by the US
Borrowers with the Administrative Agent.

          "US BORROWER" and "US BORROWERS" shall have the meanings set forth in
the initial paragraph hereof.

          "US BORROWING BASE" shall mean, only with respect to the US Borrowers,
the amount equal to the sum of:

          (a) the Eligible Account Advance Percentage of the US Borrowers'
Eligible Accounts, plus

          (b) the lesser of (i) the Eligible Account Advance Percentage of US
Borrowers' Eligible Bill and Hold Accounts and (ii) $25,000,000; plus

          (c) the lesser of (i) 85% of the Net Orderly Liquidation Value
Percentage of the US Borrowers' Eligible Inventory, or (ii) the Inventory
Advance Percentage of the Base Value of the US Borrower's Eligible Inventory,
plus

          (d) the US Fixed Asset Component in effect as of the date for which
the US Borrowing Base is being calculated (provided, that the US Fixed Asset
Component shall not, at any time, constitute more than twenty-five percent (25%)
of the US Borrowing Base); minus

          (e) Availability Reserves established with respect to the US Borrowing
Base;

The US Borrowing Base in effect under this Agreement at any time shall be the US
Borrowing Base reflected on the most recent US Borrowing Base Report delivered
to the Administrative Agent and the Canadian Administrative Agent pursuant to
Section 6.10(g) hereof subject to (a) the right of the Administrative Agent, the
Canadian Administrative Agent or the Required Lenders to contest any components
thereof or the calculation thereof, and (b) immediate adjustment as result of
(i) establishment, increase, reduction or release of Availability Reserves, (ii)
reductions in advance rates permitted hereunder, (iii) scheduled reductions in
the US Fixed Asset Component, (iv) more frequent reporting of certain components
of the US Borrowing Base to the extent required in accordance with Section
6.10(g), and (v) any changes in eligibility standards required by the
Administrative Agent.

          "US CREDIT PARTY" shall mean the US Borrowers and any other Credit
Party which is organized under the laws of any state of the United States or any
political subdivision thereof; provided, that, for all purposes of this
Agreement and the other Financing Documents, International Holdings shall not be
deemed a US Credit Party.

          "US EMPLOYEE FUNDING LIABILITY RESERVE" shall mean all such amounts
which, under the provisions of any Plan, agreement relating thereto or
applicable law, (i) are required to be paid as contributions to a Plan by any US
Credit Party and (ii) have not been made when and at such times as required
pursuant to the terms of any such Plan, agreement relating thereto or applicable
law including any and all fines, penalties and assessments relating thereto.

          "US EXCESS AVAILABILITY" shall mean, as of any date, the remainder of
(a) the US Maximum Available Amount, less (b) the aggregate outstanding balance
of the US Lender Indebtedness as of such date.


                                                                              35

<PAGE>

          "US FIXED ASSET COMPONENT" shall mean a component of the US Borrowing
Base attributable to the US Borrowers' Eligible Equipment and Eligible Real
Property which shall initially be $62,000,000; provided, that the US Fixed Asset
Component shall (a) increase (subject to a maximum US Fixed Asset Component of
$109,000,000) (i) upon any acquisition by the US Borrowers of Eligible Equipment
or Eligible Real Property by an amount equal to eighty percent (80%) of the cash
purchase price of such Eligible Equipment and Eligible Real Property (excluding
discounts, rebates, credits (whether taken or available), sales and other taxes,
delivery and installation charges, design, engineering and other "soft" costs,
and other items related to the purchase price and subject to reduction based on
appraisals required to be delivered to the Agents hereunder) and (ii) upon any
Person becoming a US Borrower by any Eligible Equipment and Eligible Real
Property owned by such Person at the time it becomes a US Borrower by an amount
equal to eighty percent (80%) of the appraised value (as reflected in the
appraisal report referenced to the definition of Eligible Equipment or Eligible
Real Property, as applicable) of such Eligible Equipment and Eligible Real
Property, and (b) reduce (1) by the US Fixed Asset Reduction Amount on each
Quarterly Date throughout the term of this Agreement commencing September 30,
2005, and (2) upon receipt of Net Proceeds from any sale or other disposition,
including any casualty or condemnation, of Eligible Equipment or Eligible Real
Property by the amount of such Net Proceeds.

          "US FIXED ASSET REDUCTION AMOUNT" shall initially mean $2,000,000;
provided, that, upon any increase in the US Fixed Asset Component, the US Fixed
Asset Reduction Amount then in effect shall be increased to an amount necessary
to fully amortize the US Fixed Asset Component as thereby increased on a
straight line basis over a number of quarters equal to the remainder of (a) 31,
less (b) the number of calendar quarters that have ended subsequent to the
Closing Date as of such date.

          "US FUNDING AMOUNT" shall have the meaning set forth in Section
2.2(c).

          "US LENDER" shall mean a US Revolving Lender or the US Swingline
Lender, "US LENDERS" means all US Revolving Lenders and US Swingline Lenders,
collectively.

          "US LENDER INDEBTEDNESS" shall mean any and all amounts owing or to be
owing by any US Credit Party to the Administrative Agent, the Canadian
Administrative Agent, the Issuing Banks, the Lenders, the Secured Affiliates or
the Cash Management Affiliates with respect to or in connection with the US
Loans, any US Letter of Credit Liabilities, any Swap Agreement between any of
the US Borrowers and JPMorgan or any Secured Affiliate thereof, any Cash
Management Agreement between any of the US Borrowers and any Lender or one of
its Cash Management Affiliates, this Agreement, or any other Financing Document.

          "US LETTER OF CREDIT" and "US LETTERS OF CREDIT" shall have the
meanings assigned to such terms in Section 2.3(a).

          "US LETTER OF CREDIT LIABILITIES" shall mean, at any time and in
respect of any US Letter of Credit, the sum of (a) the amount available for
drawings under such US Letters of Credit as of the date of determination plus
(b) the aggregate unpaid amount of all Reimbursement Obligations due and payable
as of the date of determination in respect of previous drawings made under such
US Letters of Credit.

          "US LOANS" shall mean US Revolving Credit Loans and US Swingline
Loans.

          "US LOCKBOX" shall mean any lockbox to be established and operated
pursuant to Section 4.3 hereof and the US Lockbox Agreement.


                                                                              36

<PAGE>

          "US LOCKBOX AGREEMENT" shall mean an agreement between the US
Borrowers and the Administrative Agent governing the US Lockbox.

          "US MAXIMUM AVAILABLE AMOUNT" shall mean, at any date, an amount equal
to the the lesser of (a) the aggregate US Revolving Credit Commitments as of
such date minus Availability Reserves established with respect to the US
Borrowing Base as of such date, and (b) the US Borrowing Base as of such date.

          "US OVERADVANCES" shall have the meaning assigned such term in Section
2.9(a) hereof.

          "US REAL ESTATE MORTGAGE" shall mean a Mortgage, Deed of Trust,
Security Agreement, Assignment and Financing Statement (or similarly titled
agreement) substantially in the form of Exhibit J and in each case with such
changes thereto as the Administrative Agent shall deem necessary or appropriate
to comply with state and local Governmental Requirements.

          "US REVOLVING CREDIT COMMITMENT" shall have the meaning assigned to
such term in Section 2.1(c).

          "US REVOLVING CREDIT EXPOSURE" shall mean, at any time and as to each
US Revolving Lender, the sum of (a) the aggregate principal amount of US
Revolving Credit Loans made by such US Revolving Lender outstanding as of such
date plus (b) the accrued and unpaid interest on US Revolving Credit Loans made
by such US Revolving Lender outstanding as of such date plus (c) such US
Revolving Lender's US Revolving Credit Percentage of the aggregate amount of all
US Letter of Credit Liabilities as of such date plus (d) such US Revolving
Lender's US Revolving Credit Percentage of the US Swingline Exposure as of such
date.

          "US REVOLVING CREDIT LOAN" shall have the meaning provided in Section
2.1(a); the US Revolving Credit Loans shall not include any US Letter of Credit
Liabilities.

          "US REVOLVING CREDIT PERCENTAGE" shall mean as to any US Revolving
Lender, the percentage of the aggregate US Revolving Credit Commitments
constituted by its US Revolving Credit Commitment (or, if the US Revolving
Credit Commitments have terminated or expired, the percentage which such US
Revolving Lender's Revolving Credit Exposure at such time constitutes of the
Aggregate US Revolving Credit Exposure at such time).

          "US REVOLVING LENDER" shall mean a Lender with a US Revolving Credit
Commitment.

          "US SWINGLINE AVAILABILITY" shall mean, on any date, an amount equal
to the remainder of (a) the US Swingline Commitment minus (b) the US Swingline
Exposure on such date.

          "US SWINGLINE COMMITMENT" shall have the meaning assigned to such term
in Section 2.1(e).

          "US SWINGLINE EXPOSURE" shall mean, at any time, the aggregate
principal amount of all US Swingline Loans made to the US Borrowers outstanding
at such time.

          "US SWINGLINE LENDER" shall mean JPMorgan, in its capacity as lender
of US Swingline Loans hereunder.

          "US SWINGLINE LOANS" shall have the meaning assigned to such term in
Section 2.1(a).


                                                                              37

<PAGE>

          "VOTING STOCK" of any Person shall mean Equity of such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

     Section 1.2 ADDITIONAL DEFINITIONS. Unless otherwise defined or specified
herein, all accounting terms shall be construed herein, all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered hereunder shall be prepared in accordance with GAAP applied on a
basis consistent with the Financial Statements.

     Section 1.3 OTHER DEFINITIONAL TERMS. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

                                    ARTICLE 2
                            AMOUNT AND TERMS OF LOANS

     Section 2.1 LOANS AND COMMITMENTS.

          (a) LOANS. Subject to the terms and conditions and relying on the
representations and warranties contained herein, (A) on any Business Day from
and after the Closing Date, but prior to the Maturity Date, each US Revolving
Lender severally agrees to make revolving credit loans in Dollars (each a "US
REVOLVING CREDIT LOAN") to the US Borrowers, (B) on any Business Day from and
after the Closing Date, but prior to the Maturity Date, each Canadian Lender
severally agrees to make revolving credit loans in either Dollars or C$ and
including by means of B/As (each a "CANADIAN REVOLVING CREDIT LOAN") to the
Canadian Borrowers, and (C) on any Business Day from and after the Closing Date,
but prior to the Maturity Date, the US Swingline Lender agrees to make revolving
swingline loans in Dollars (each a "US SWINGLINE LOAN") to the US Borrowers.

          (b) TYPES OF LOANS. (1) The Dollar Denominated Loans made pursuant
hereto shall, at the option of the US Borrowers or the Canadian Borrowers, as
applicable, be either ABR Loans or Eurodollar Loans and may be continued or
converted pursuant to Section 2.10, (2) the C$ Denominated Loans made pursuant
hereto shall, at the option of the Canadian Borrowers, be either Canadian Prime
Rate Loans or B/A Loans and may be continued or converted pursuant to Section
2.10, and (3) the US Swingline Loans made pursuant hereto shall be ABR Loans;
provided, that, except as otherwise specifically provided herein, all Loans made
pursuant to the same Borrowing shall be of the same Type.

          (c) US REVOLVING CREDIT COMMITMENTS. Each US Revolving Lender's US
Revolving Credit Exposure shall not exceed at any one time the amount set forth
opposite such US


                                                                              38

<PAGE>

Revolving Lender's name on Annex I under the caption "US Revolving Credit
Commitment" (as the same may be reduced pursuant to Section 2.8 or otherwise
from time to time modified pursuant to Sections 2.5 or 10.7, its "US REVOLVING
CREDIT COMMITMENT," and collectively for all US Revolving Lenders, the "US
REVOLVING CREDIT COMMITMENTS"; the term "US Revolving Credit Commitments"
includes the requirements of the US Revolving Lenders to purchase participations
in the US Swingline Loans pursuant to Section 2.24 hereof); provided, however,
that, the Aggregate US Revolving Credit Exposure at any one time outstanding
shall not exceed the US Maximum Available Amount in effect at such time. Within
the foregoing limits and subject to the conditions set forth in Article 3, the
US Borrowers may obtain Borrowings of US Revolving Credit Loans, repay or prepay
such US Revolving Credit Loans, and reborrow such US Revolving Credit Loans.

          (d) CANADIAN REVOLVING CREDIT COMMITMENTS. Subject to Section 2.7(i)
hereof, the Dollar Equivalent of each Canadian Lender's Canadian Revolving
Credit Exposure shall not exceed at any one time the amount set forth opposite
such Canadian Lender's name on Annex I under the caption "Canadian Revolving
Credit Commitment" (as the same may be reduced pursuant to Section 2.8 or
otherwise from time to time modified pursuant to Sections 2.5 or 10.7, its
"CANADIAN REVOLVING CREDIT COMMITMENT," and collectively for all Canadian
Lenders, the "CANADIAN REVOLVING CREDIT COMMITMENTS"); provided, however, that,
the Dollar Equivalent of the Aggregate Canadian Revolving Credit Exposure at any
one time outstanding shall not exceed the Canadian Maximum Available Amount in
effect at such time. Within the foregoing limits and subject to the conditions
set forth in Article 3, the Canadian Borrowers may obtain Borrowings of Canadian
Revolving Credit Loans, repay or prepay such Canadian Revolving Credit Loans,
and reborrow such Canadian Revolving Credit Loans.

          (e) US SWINGLINE LOANS. The US Swingline Lender's US Swingline
Exposure shall not exceed at any one time the amount set forth opposite the US
Swingline Lender's name on Annex I under the caption "US Swingline Loan
Commitment" (the "US SWINGLINE COMMITMENT"); provided, however, that, the
Aggregate US Revolving Credit Exposure at any one time outstanding shall not
exceed the US Maximum Available Amount in effect at such time. Within the
foregoing limits set forth in Article 3, the US Borrowers may obtain Borrowings
of US Swingline Loans, repay or prepay such US Swingline Loans, and reborrow
such US Swingline Loans. All US Swingline Loans shall mature on the last
Business Day of the month in which such US Swingline Loans are borrowed;
provided, however, in the event such US Swingline Loans are borrowed on the last
Business Day of any month, such US Swingline Loans shall mature on the first
Business Day of the next succeeding month; provided, further, that all
outstanding US Swingline Loans shall be payable on or before the Maturity Date.

          (f) AMOUNTS OF BORROWINGS, ETC. The aggregate principal amount of each
Borrowing (1) of Eurodollar Loans shall be (A) in an amount sufficient to cause
each Lender's share thereof to be not less than $500,000, and (B) in an integral
multiple of $100,000, (2) of US Revolving Credit Loans which are ABR Loans shall
be in minimum amount of $1,000,000 and shall be in an integral multiple of
$100,000 (other than Borrowings of the US Funding Amount, which shall be in the
amount required for the US Funding Amount), (3) of Canadian Revolving Credit
Loans which are ABR Loans shall be in a minimum amount of $100,000 and shall be
in an integral multiple of $50,000 (other than Borrowings of the Canadian
Funding Amount, which shall be in the amount required for the Canadian Funding
Amount), (4) of Canadian Prime Rate Loans shall be in a minimum amount of
C$100,000 and shall be in an integral multiple of C$50,000, (5) of B/A Loans
shall be in a minimum amount of C$500,000 and shall be in an integral multiple
of C$100,000, and (6) of US Swingline Loans shall be in any amount. Borrowings
of more than one Type shall be permitted; provided, however, that, the Borrowers
shall not be entitled to request any Borrowing that, if made, would result in an
aggregate of more than five separate Borrowings of Eurodollar Loans or five
separate B/A Loans being outstanding at any one time. For purposes of the
foregoing, Borrowings having different Interest Periods or Contract Periods,
regardless of whether they commence on the same date, shall be considered
separate Borrowings.


                                                                              39

<PAGE>

     Section 2.2 BORROWING REQUESTS.

          (a) BORROWING REQUESTS. Whenever any of the Borrowers desires to make
a Borrowing hereunder, they shall give Advance Notice to the Administrative
Agent (in the case of any Borrowing of US Revolving Credit Loans or US Swingline
Loans) or the Canadian Administrative Agent (with a simultaneous copy to the
Administrative Agent (in the case of any Borrowing of Canadian Loans)) in the
form of a Borrowing Request, specifying, subject to the provisions hereof, (1)
the aggregate principal amount of the Loan to be made pursuant to such
Borrowing, (2) whether such Loan is a US Revolving Credit Loan, Canadian
Revolving Credit Loan or US Swingline Loan, (3) in the case of a Canadian
Revolving Credit Loan, whether such Loan is to be a Dollar Denominated Loan or a
C$ Denominated Loan, (4) the date of Borrowing (which shall be a Business Day),
(5) whether the Dollar Denominated Loans being made pursuant to such Borrowing
are to be ABR Loans or Eurodollar Loans, (6) whether the C$ Dollar Denominated
Loans being made pursuant thereto are to be Canadian Prime Rate Loans or B/A
Loans, and (7) in the case of Eurodollar Loans or B/A Loans, the Interest Period
or Contract Period, respectively, to be applicable thereto.

          (b) NOTICE BY THE ADMINISTRATIVE AGENT. Subject to Section 2.7(i) with
respect to Canadian Revolving Credit Loans, the Administrative Agent or the
Canadian Administrative Agent (as applicable) shall promptly give the Canadian
Administrative Agent and each applicable Lender telecopy or telephonic notice
(and, in the case of telephonic notices, confirmed by telecopy or otherwise in
writing) of the proposed Borrowing (other than Borrowings of US Swingline Loans
in which case notice shall only be given the US Swingline Lender), of such
Lender's Applicable Percentage thereof and of the other matters covered by the
Advance Notice. The Borrowers hereby waive the right to dispute the
Administrative Agent's record of the terms of such telephonic notice, absent
manifest error.

          (c) AUTOMATIC FUNDING TO US DISBURSEMENT ACCOUNTS. Notwithstanding
Section 2.2(a) and Section 2.2(b), on each Business Day, the US Borrowers will
be deemed to have requested pursuant to a Borrowing Request a Borrowing to be
made on such day in an amount (the "US FUNDING AMOUNT") equal to the amount of
all checks, drafts and other items submitted for payment from the US Borrowers'
Disbursement Account on such Business Day. Such Borrowing shall be a Borrowing
of US Swingline Loans to the extent of the remaining US Swingline Availability
and, thereafter, such Borrowings shall be US Revolving Credit Loans, which shall
be ABR Loans. Subject to the satisfaction of the conditions precedent set forth
in Article 3, any US Funding Amount made from Swingline Loans and/or US
Revolving Credit Loans shall be deposited into the US Borrower's Disbursement
Account.

          (d) AUTOMATIC FUNDING TO CANADIAN DISBURSEMENT ACCOUNTS.
Notwithstanding Section 2.2(a) and Section 2.2(b), to the extent Canadian
Borrowers have established Disbursement Accounts with Canadian Administrative
Agent, on each Business Day, the Canadian Borrowers will be deemed to have
requested pursuant to a Borrowing Request a Borrowing to be made on such day in
an amount (the "CANADIAN FUNDING AMOUNT") equal to the amount of all checks,
drafts and other items submitted for payment from the Canadian Borrowers'
Disbursement Account on such Business Day. Such Borrowings shall be Canadian
Revolving Credit Loans, which shall be Canadian Prime Rate Loans.

     Section 2.3 LETTERS OF CREDIT.

          (a) ISSUANCE OF US LETTERS OF CREDIT. Subject to the terms and
conditions hereof, the US Borrowers shall have the right, in addition to US
Revolving Credit Loans provided for in Section 2.1, to utilize the US Revolving
Credit Commitments from time to time prior to the Maturity Date by obtaining the
issuance of either Documentary Letters of Credit or Standby Letters of Credit
for the accounts of any of the US Borrowers by an Issuing Bank if the US
Borrowers shall so request in the notice referred to in Section 2.3(d)(1) (each
such letter of credit being referred to as a "US LETTER OF


                                                                              40

<PAGE>

CREDIT", and collectively referred to as the "US LETTERS OF CREDIT"); provided,
however, that, the Aggregate US Revolving Credit Exposure at any one time
outstanding shall not exceed the US Maximum Available Amount in effect at such
time and the aggregate of all US Letter of Credit Liabilities and Canadian
Letter of Credit Liabilities at any one time outstanding shall not exceed
$40,000,000; provided, that the aggregate of all US Letter of Credit Liabilities
and Canadian Letter of Credit Liabilities at any one time outstanding under
Letters of Credit issued to support the obligations of Credit Parties who are
not Borrowers shall not exceed $10,000,000. US Letters of Credit shall be
denominated in Dollars and may be issued to support the obligations of the US
Borrowers and the other Credit Parties (other than the Canadian Borrowers) only.
Upon the date of the issuance of a US Letter of Credit, the applicable Issuing
Bank shall be deemed, without further action by any party hereto, to have sold
to each US Revolving Lender, and each US Revolving Lender shall be deemed,
without further action by any party hereto, to have purchased from such Issuing
Bank, a participation, to the extent of such applicable Lender's US Revolving
Credit Percentage, in such US Letter of Credit and the related US Letter of
Credit Liabilities.

          (b) ISSUANCE OF CANADIAN LETTERS OF CREDIT. Subject to the terms and
conditions hereof, the Canadian Borrowers shall have the right, in addition to
Canadian Revolving Credit Loans provided for in Section 2.1, to utilize the
Canadian Revolving Credit Commitments from time to time prior to the Maturity
Date by obtaining the issuance of either Documentary Letters of Credit or
Standby Letters of Credit for the account of any of the Canadian Borrowers by an
Issuing Bank if the Canadian Borrowers shall so request in the notice referred
to in Section 2.3(d)(1) (each such letter of credit being referred to as a
"CANADIAN LETTER OF CREDIT", and collectively referred to as the "CANADIAN
LETTERS OF CREDIT"); provided, however, that, the Dollar Equivalent of the
Aggregate Canadian Revolving Credit Exposure at any one time outstanding shall
not exceed the Canadian Maximum Available Amount in effect at such time and the
Dollar Equivalent of the aggregate of all Canadian Letter of Credit Liabilities
and US Letter of Credit Liabilities at any one time outstanding shall not exceed
$40,000,000. Canadian Letters of Credit shall be denominated in Dollars or C$ as
the Canadian Borrowers shall elect and may be issued to support the obligations
of the Canadian Borrowers and the other Credit Parties (other than the US
Borrowers) only. Upon the date of the issuance of a Canadian Letter of Credit,
the applicable Issuing Bank shall be deemed, without further action by any party
hereto, to have sold to each Canadian Lender, and each Canadian Lender shall be
deemed, without further action by any party hereto, to have purchased from such
Issuing Bank, a participation, to the extent of such applicable Lender's
Canadian Revolving Credit Percentage, in such Canadian Letter of Credit and the
related Canadian Letter of Credit Liabilities.

          (c) CERTAIN LIMITATION ON LETTERS OF CREDIT. No Letter of Credit
issued pursuant to this Agreement shall have an expiry date beyond the earlier
of (1) 364 days after the date of issuance (or 180 days after the date of
issuance in the case of Documentary Letters of Credit) or (2) five (5) Business
Days prior to the Maturity Date. Any Letter of Credit may give the beneficiary
thereof the right to draw upon the Letter of Credit upon its expiry date to the
extent not extended. No Letter of Credit shall be issued within sixty (60) days
of the Maturity Date.

          (d) ADDITIONAL LETTER OF CREDIT PROVISIONS. The following additional
provisions shall apply to each Letter of Credit:

               (1) Any of the Borrowers which desires an Issuing Bank to issue a
     Letter of Credit for its account (an "ACCOUNT PARTY") shall give the
     Administrative Agent (or the Canadian Administrative Agent in the event
     such Letter of Credit is a Canadian Letter of Credit) and the Issuing Bank
     at least five (5) Business Days' prior notice in the form of a Borrowing
     Request (effective upon receipt), or in each case, such shorter period as
     may be agreed to by the Administrative Agent (or the Canadian
     Administrative Agent, as applicable) and such Issuing Bank, specifying the
     date such Letter of Credit is to be issued (which shall be a Business Day)
     and describing: (A) the face amount of the Letter of Credit and, in the
     case of any Canadian


                                                                              41

<PAGE>

     Letter of Credit, the type of currency (Dollars or C$) in which such Letter
     of Credit is to be denominated, (B) the expiration date of the Letter of
     Credit, (C) the name and address of the beneficiary, (D) information
     concerning the transaction proposed to be supported by such Letter of
     Credit as the Administrative Agent (or the Canadian Administrative Agent,
     as applicable) or such Issuing Bank may reasonably request, (E) such other
     information and documents relating to the Letter of Credit as the
     Administrative Agent (or the Canadian Administrative Agent, as applicable)
     or such Issuing Bank may reasonably request, and (F) a precise description
     of documents and the verbatim text of any certificate to be presented by
     the beneficiary, which, if presented prior to the expiry date of the Letter
     of Credit, would require such Issuing Bank to make payment under the Letter
     of Credit; provided, that such Issuing Bank, in its reasonable judgment,
     may require reasonable changes in such documents and certificates; and
     provided further that such Issuing Bank shall not be required to issue any
     Letter of Credit that on its terms requires payment thereunder prior to the
     next Business Day following receipt by such Issuing Bank of such documents
     and certificates. Each such notice shall be accompanied by the applicable
     Issuing Bank's Application and by a certificate executed by a Responsible
     Officer setting forth calculations evidencing availability for such Letter
     of Credit pursuant to Section 2.3(d)(2) and stating that all conditions
     precedent to such issuance have been satisfied. Each Letter of Credit
     shall, to the extent not inconsistent with the express terms hereof or the
     applicable Application, be subject to the Uniform Customs and Practice for
     Documentary Credits (1993 Revision), International Chamber of Commerce
     Publication No. 500 (together with any subsequent revisions thereof
     approved by a Congress of the International Chamber of Commerce, the
     "UCP"), and shall, as to matters not governed by the UCP, be governed by,
     and construed and interpreted in accordance with, the laws of the State of
     New York.

               (2) No US Letter of Credit or Canadian Letter of Credit may be
     issued if after giving effect thereto the Aggregate US Revolving Credit
     Exposure or the Aggregate Canadian Revolving Credit Exposure would exceed
     the US Maximum Available Amount or the Canadian Maximum Available Amount,
     respectively. On each day during the period commencing with the issuance of
     any Letter of Credit and until such Letter of Credit shall have expired or
     have been terminated, the US Revolving Credit Commitment or Canadian
     Revolving Credit Commitment (as applicable) of each Lender shall be deemed
     to be utilized for all purposes hereof in an amount equal to such Lender's
     US Revolving Credit Percentage or Canadian Revolving Credit Percentage of
     the amount of the Letter of Credit Liabilities related to such Letter of
     Credit.

               (3) Upon receipt from the beneficiary of any Letter of Credit of
     any demand for payment thereunder, the Issuing Bank shall promptly notify
     the Account Party for whose account such Letter of Credit was issued and
     the Administrative Agent (or the Canadian Administrative Agent if such
     Letter of Credit is a Canadian Letter of Credit) of such demand (provided,
     that the failure of an the Issuing Bank to give such notice shall not
     affect the Reimbursement Obligations of the Account Party hereunder) and
     the Account Party shall immediately, and in any event no later than 10:00
     a.m. (New York, New York time) on the date of such drawing, reimburse the
     Administrative Agent (or the Canadian Administrative Agent, as applicable)
     for the account of the applicable Issuing Bank for any amount paid by the
     Issuing Bank upon any drawing under such Letter of Credit, without
     presentment, demand, protest or other formalities of any kind in an amount,
     in same day funds, equal to the amount of such drawing. Unless prior to
     10:00 a.m. (New York, New York time) on the date of such drawing, the
     Account Party shall have either notified the Issuing Bank and the
     Administrative Agent (or the Canadian Administrative Agent, as applicable)
     that the Account Party intends to reimburse the Administrative Agent (or
     the Canadian Administrative Agent, as applicable) for the account of the
     applicable Issuing Bank for the amount of such drawing with funds other
     than the proceeds


                                                                              42

<PAGE>

     of Loans or delivered to the Administrative Agent (or the Canadian
     Administrative Agent, as applicable) a Borrowing Request for Loans in an
     amount equal to such drawing, the Account Party will be deemed to have
     given a Borrowing Request to the Administrative Agent (or the Canadian
     Administrative Agent, as applicable) requesting that the Lenders make
     Revolving Credit Loans on the date on which such drawing is honored in an
     amount equal to the amount of such drawing. Any Loans made pursuant to the
     preceding sentence shall be (A) US Revolving Credit Loans which are ABR
     Loans if the underlying Letter of Credit was a US Letter of Credit, (B)
     Canadian Revolving Credit Loans if the underlying Letter of Credit was a
     Canadian Letter of Credit, and (C) (i) Dollar Denominated Loans and ABR
     Loans if the underlying Letter of Credit was denominated in Dollars, and
     (ii) C$ Denominated Loans and Canadian Prime Rate Loans if the underlying
     Letter of Credit was denominated in C$. The obligation of Lenders to make
     Revolving Credit Loans pursuant to this Section 2.3 (but not the
     participation obligations of the Lenders pursuant to Section 2.3(d)(4)
     below) shall be subject to a) the satisfaction of the conditions in Article
     3 and b) the existence of availability of the US Maximum Available Amount
     or Canadian Maximum Available Amount (as applicable) pursuant to Section
     2.1(c) or Section 2.1(d) hereof (after giving effect to repayment of the
     applicable Reimbursement Obligations with the proceeds of the proposed
     Revolving Credit Loans). Subject to the preceding sentence, if so requested
     by the Administrative Agent (or the Canadian Administrative Agent, as
     applicable), each of the US Revolving Lenders or the Canadian Lenders (as
     applicable) shall, on the date of such drawing, make such Revolving Credit
     Loans in an amount equal to such Lender's US Revolving Credit Percentage or
     Canadian Revolving Credit Percentage (as applicable) of such drawing or the
     full amount of the unused US or Maximum Available Amount pursuant to
     Section 2.1(c) or Section 2.1(d) as applicable, the proceeds of which shall
     be applied directly by the Administrative Agent (or the Canadian
     Administrative Agent, as applicable) to reimburse the applicable Issuing
     Bank to the extent of such proceeds.

               (4) If the appropriate Account Party fails to reimburse the
     applicable Issuing Bank as provided in Section 2.3(d)(3) above for any
     reason, including, but not limited to, failure to satisfy the conditions in
     Article 3 or insufficient availability under the Maximum Available Amount
     pursuant to Section 2.1(c) or Section 2.1(d) such Issuing Bank shall
     promptly notify the Administrative Agent (or the Canadian Administrative
     Agent, as applicable) and the Administrative Agent (or the Canadian
     Administrative Agent, as applicable) shall notify each US Revolving Lender
     or Canadian Lender (as applicable) of the unreimbursed amount of such
     drawing and of such Lender's respective participation therein based on such
     Lender's US or Canadian Revolving Credit Percentage (as applicable). Each
     such Lender will pay to the Administrative Agent (or the Canadian
     Administrative Agent, as applicable) for the account of the applicable
     Issuing Bank on the date of such notice an amount equal to such Lender's US
     or Canadian Revolving Credit Percentage (as applicable) of such
     unreimbursed drawing (or, if such notice is made after 1:00 p.m. (New York,
     New York time) on such date, on the next succeeding Business Day). If any
     Lender fails to make available to such Issuing Bank the amount of such
     Lender's participation in such Letter of Credit as provided in this Section
     2.3(d)(4), such Issuing Bank shall be entitled to recover such amount on
     demand from such Lender together with interest at the Federal Funds
     Effective Rate for one Business Day and thereafter at the ABR. Nothing in
     this Section 2.3(d)(4) shall be deemed to prejudice the right of any Lender
     to recover from such Issuing Bank any amounts made available by such Lender
     to such Issuing Bank pursuant to this Section 2.3(d)(4) if it is determined
     by a court of competent jurisdiction that the payment with respect to a
     Letter of Credit by such Issuing Bank was wrongful and such wrongful
     payment was the result of gross negligence or willful misconduct on the
     part of such Issuing Bank. The applicable Issuing Bank shall pay to the
     Administrative Agent (or the Canadian Administrative Agent, as applicable)
     and the Administrative Agent (or the Canadian Administrative Agent, as
     applicable) shall pay to each Lender such Lender's US Revolving Credit
     Percentage or Canadian


                                                                              43

<PAGE>

     Revolving Credit Percentage (as applicable) of all amounts received from
     the Account Party for payment, in whole or in part, of the Reimbursement
     Obligation in respect of any Letter of Credit, but only to the extent such
     Lender has made payment to such Issuing Bank in respect of such Letter of
     Credit pursuant to this Section 2.3(d)(4).

               (5) The issuance by the applicable Issuing Bank of each Letter of
     Credit shall, in addition to the conditions precedent set forth in Article
     3, be subject to the conditions precedent that such Letter of Credit shall
     be in the form and contain such terms as shall be reasonably satisfactory
     to such Issuing Bank, and that the Account Party shall have executed and
     delivered such other instruments and agreements relating to the Letter of
     Credit as such Issuing Bank shall have reasonably requested and that are
     not inconsistent with the terms of this Agreement including the applicable
     Issuing Bank's Application therefor. In the event of a conflict between the
     terms of this Agreement and the terms of any Application, the terms of this
     Agreement shall control.

               (6) As between any Account Party and any Issuing Bank, the
     Account Party assumes all risks of the acts and omissions of or misuse of
     the Letters of Credit issued by such Issuing Bank by the respective
     beneficiaries of such Letters of Credit. In furtherance and not in
     limitation of the foregoing, such Issuing Bank shall not be responsible:
     (A) for the form, validity, sufficiency, accuracy, genuineness or legal
     effect of any document submitted by any Person in connection with the
     application for or issuance of such Letters of Credit, even if it should in
     fact prove to be in any or all respects invalid, insufficient, inaccurate,
     fraudulent or forged; (B) for the validity or sufficiency of any instrument
     transferring or assigning or purporting to transfer or assign any such
     Letter of Credit or the rights or benefits thereunder or proceeds thereof,
     in whole or in part, which may prove to be invalid or ineffective for any
     reason; (C) for errors, omissions, interruptions or delays in transmission
     or delivery of any messages, by mail, cable, telegraph, telex or otherwise,
     whether or not they are in cipher; (D) for errors in interpretation of
     technical terms; (E) for any loss or delay in the transmission or otherwise
     of any document required in order to make a drawing under any such Letter
     of Credit or of the proceeds thereof; (F) for the misapplication by the
     beneficiary of any such Letter of Credit of the proceeds of any drawing
     under such Letter of Credit; and (G) for any consequences arising from
     causes beyond the control of such Issuing Bank, including, without
     limitation, the actions of any governmental authority. None of the above
     shall affect, impair, or prevent the vesting of any of such Issuing Bank's
     rights or powers hereunder. Notwithstanding anything to the contrary
     contained in this Section 2.3(d)(6), no Account Party shall assume any
     risk, and shall have no obligation to indemnify any Issuing Bank, in
     respect of any liability incurred by such Issuing Bank arising primarily
     out of the gross negligence or willful misconduct of such Issuing Bank, as
     finally determined by a court of competent jurisdiction.

               (7) Each Issuing Bank will send to the applicable Account Party
     and the Administrative Agent (or the Canadian Administrative Agent, as
     applicable) immediately upon issuance of any Letter of Credit, or an
     amendment thereto, a true and complete copy of such Letter of Credit, or
     such amendment thereto. Upon issuance of any Letter of Credit or an
     amendment thereto, the Administrative Agent (or the Canadian Administrative
     Agent, as applicable) shall promptly notify each Lender of the terms of
     such Letter of Credit or amendment thereto, and of such Lender's US
     Revolving Credit Percentage or Canadian Revolving Credit Percentage (as
     applicable) of the amount of such Letter of Credit or amendment thereto,
     and the Administrative Agent (or the Canadian Administrative Agent, as
     applicable) shall provide to each Lender a copy of such Letter of Credit or
     such amendment thereto. Upon cancellation or termination of any Letter of
     Credit, the applicable Issuing Bank shall promptly notify the
     Administrative Agent (or the Canadian Administrative Agent, as applicable)
     and the applicable


                                                                              44

<PAGE>

     Account Party, and the Administrative Agent (or the Canadian Administrative
     Agent, as applicable) will then promptly notify each Lender, of such
     cancellation or termination.

               (8) The obligation of each Account Party to reimburse each
     Issuing Bank for Reimbursement Obligations with regard to the Letters of
     Credit issued by such Issuing Bank for such Account Party and the
     obligations of the US Revolving Lenders and the Canadian Lenders under
     Section 2.3(d)(4) shall be unconditional and irrevocable and shall be paid
     strictly in accordance with the terms of this Agreement and under all
     circumstances including, without limitation, the following circumstances:

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

                    (B) the existence of any claim, set-off, defense or other
          right that any of the Borrowers may have at any time against a
          beneficiary or any transferee of any Letter of Credit (or any Persons
          for whom any such transferee may be acting), any Lender or any other
          Person, whether in connection with this Agreement, the transactions
          contemplated herein or any unrelated transaction (including any
          underlying transaction between the Account Party and the beneficiary
          for which the Letter of Credit was procured) other than a defense
          based on the gross negligence (as opposed to ordinary negligence) or
          willful misconduct of such Issuing Bank, as determined by a court of
          competent jurisdiction;

                    (C) any draft, demand, certificate or any other document
          presented under any Letter of Credit is proved to be forged,
          fraudulent, invalid or insufficient in any respect or any statement
          therein is untrue or inaccurate in any respect;

                    (D) any adverse change in the condition (financial or
          otherwise) of any Credit Party;

                    (E) any breach of this Agreement or any other Financing
          Document by any of the Borrowers, the Administrative Agent, the
          Canadian Administrative Agent or any Lender (other than the applicable
          Issuing Bank);

                    (F) any other circumstance or happening whatsoever which is
          similar to any of the foregoing; provided, that such other occurrence
          or happening is not the result of the gross negligence (as opposed to
          ordinary negligence) or willful misconduct of such Issuing Bank, as
          determined by a court of competent jurisdiction; or

                    (G) the fact that a Default shall have occurred and be
          continuing.

     Section 2.4 DISBURSEMENT OF FUNDS.

          (a) AVAILABILITY. Subject to Section 2.2(c) and Section 2.2(d), and,
with respect to the Canadian Lenders, Section 2.7(i), no later than 11:00 a.m.
(or, in the case of ABR Loans or Canadian Prime Rate Loans, 2:00 p.m.) (New
York, New York time) on the date of each Borrowing (other than Borrowings
consisting of US Swingline Loans), each US Revolving Lender (in the case of any
Borrowing of US Revolving Credit Loans) and each Canadian Lender (in the case of
any Borrowing of Canadian Loans) will make available to the Administrative Agent
(or the Canadian Administrative Agent, in the case of a Borrowing of Canadian
Loans) such Lender's Applicable Percentage of the principal amount of the
Borrowing requested to be made on such date reduced by the principal amount of
Revolving Credit Loans (if any) of such Lender maturing on such date (provided,
that no Borrowing comprised of Canadian


                                                                              45

<PAGE>

Revolving Credit Loans shall be reduced in respect of US Loans maturing on such
date in immediately available funds at the Payment Office (unless such Borrowing
is to be made under the Canadian Revolving Credit Facility and the Canadian
Borrowers have requested a Borrowing in C$, in which case such funds shall be
C$). The Administrative Agent (or the Canadian Administrative Agent, in the case
of a Borrowing of Canadian Loans) will make available to the applicable
Borrowers at the Payment Office of such Agent the aggregate of the amounts (if
any) so made available by the Lenders by either (1) depositing such amounts, in
immediately available funds, to the account of such Borrower at the
Administrative Agent or the Canadian Administrative Agent (as applicable)
designated by the applicable Borrowers for such purpose (for each of the
Borrowers, its "DISBURSEMENT ACCOUNT"), or (2) disbursing such amounts in
accordance with such other lawful instructions of such Borrowers as such
Borrowers shall specify in the applicable Borrowing Request. To the extent that
any Loans mature or Reimbursement Obligations are due and owing on the date of a
requested Borrowing of Revolving Credit Loans, the Lenders shall apply the
proceeds of the Revolving Credit Loans then being made, to the extent thereof,
to the repayment of such maturing Loans or Reimbursement Obligations, such Loans
or Reimbursement Obligations and repayments intended to be a contemporaneous
exchange (provided, that the proceeds of any Borrowing comprised of Canadian
Revolving Credit Loans shall not be applied to pay US Revolving Credit Loans
maturing on such date. In respect of US Swingline Loans, the US Swingline Lender
will make available to the applicable US Borrowers (or, in the case of a US
Swingline Loan made to pay Reimbursement Obligations of such US Borrowers, by
remittance to the applicable Issuing Bank) the proceeds of such US Swingline
Loan in accordance with this Section 2.4(a) on or before 3:00 p.m. (New York,
New York time) on the date requested for such Borrowing or as provided in
Section 2.2(c) or Section 2.2(d).

          (b) FUNDS TO THE ADMINISTRATIVE AGENT OR THE CANADIAN ADMINISTRATIVE
AGENT. Unless the Administrative Agent or the Canadian Administrative Agent
shall have been notified by any Lender prior to the date of a Borrowing (other
than a Borrowing consisting of US Swingline Loans) that such Lender does not
intend to make available to the Administrative Agent or the Canadian
Administrative Agent (as applicable) such Lender's US Revolving Credit
Percentage or Canadian Revolving Credit Percentage (as applicable) of the
Borrowing to be made on such date, subject to Section 2.7(i) with respect to
Canadian Revolving Credit Loans, the Administrative Agent or the Canadian
Administrative Agent (as applicable) may assume that such Lender has made such
amount available to the Administrative Agent or the Canadian Administrative
Agent (as applicable) on such date, and the Administrative Agent or the Canadian
Administrative Agent (as applicable) may make available to or for the account of
the applicable Borrowers a corresponding amount. If such corresponding amount is
not in fact made available to the Administrative Agent or the Canadian
Administrative Agent (as applicable) by such Lender on the date of a Borrowing,
the Administrative Agent or the Canadian Administrative Agent (as applicable)
shall be entitled to recover such corresponding amount on demand from such
Lender together with interest at such Agent's cost of funds (as determined by
such Agent). If such Lender does not pay such corresponding amount forthwith
upon the Administrative Agent's or the Canadian Administrative Agent's (as
applicable) demand therefor, the Administrative Agent or the Canadian
Administrative Agent (as applicable) shall promptly notify the applicable
Borrowers and the applicable Borrowers shall immediately pay such corresponding
amount to the Administrative Agent or the Canadian Administrative Agent (as
applicable) together with interest at the rate specified for the Borrowing which
includes such amount paid. Nothing in this Section 2.4 shall be deemed to
relieve any Lender from its obligation to fulfill its Revolving Credit
Commitments hereunder or to prejudice any rights which the Borrowers may have
against any Lender as a result of any default by such Lender hereunder.

          (c) LENDERS' RESPONSIBILITIES. No Lender shall be responsible for any
default by any other Lender in its obligation to make Loans hereunder, and each
Lender shall be obligated to make


                                                                              46

<PAGE>

only such Loans provided to be made by it hereunder, regardless of the failure
of any other Lender to fulfill its Commitment hereunder.

     Section 2.5 INTEREST. In all cases subject to Section 10.13:

          (a) ABR LOANS. Each ABR Loan (including each US Swingline Loan) shall
bear interest at the Alternate Base Rate plus the Applicable Rate.

          (b) EURODOLLAR LOANS. Each Eurodollar Loan shall bear interest at the
Adjusted LIBO Rate for the applicable Interest Period plus the Applicable Rate.

          (c) CANADIAN PRIME RATE LOANS. Each Canadian Prime Rate Loan shall
bear interest at the Canadian Prime Rate plus the Applicable Rate.

          (d) DEFAULT INTEREST. After the occurrence and during the continuance
of any Default or Event of Default, the US Borrowers shall, on demand from time
to time, pay interest, to the extent permitted by law, on the outstanding US
Lender Indebtedness, and the Canadian Borrowers shall, on demand from time to
time, pay interest, to the extent permitted by law, on the Canadian Lender
Indebtedness (after as well as before judgment) at a rate per annum equal to (1)
in the case of any Eurodollar Loan, the rate that would be applicable under
Section 2.5(b) to such Eurodollar Loan, plus 2% per annum, (2) in the case of
any Canadian Prime Rate Loan, the rate that would be applicable under Section
2.5(c) to such Canadian Prime Rate Loan, plus 2% per annum, and (3) in the case
of any other amount, the rate that would be applicable under Section 2.5(a) to
an ABR Loan, plus 2% per annum, but in no event to exceed the Highest Lawful
Rate.

          (e) INTEREST PAYMENT DATES. Accrued interest on each ABR Loan,
Eurodollar Loan and Canadian Prime Rate Loan shall be payable on each Interest
Payment Date and on the Maturity Date; provided, that (i) interest accrued
pursuant to Section 2.5(d) shall be payable on demand, (ii) in the event of a
prepayment of any Eurodollar Loan prior to the end of the Interest Period,
accrued interest on the amount prepaid shall be payable on the date of such
prepayment, and (iii) in the event of a conversion of any Eurodollar Loan prior
to the end of the Interest Period, accrued interest on such Eurodollar Loan
shall be payable on the Effective Date of Conversion.

          (f) COMPUTATION OF INTEREST. All interest hereunder shall be computed
on the basis of a year of 360 days. The applicable Alternate Base Rate, Adjusted
LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

     Section 2.6 BANKERS' ACCEPTANCES.

          (a) Subject to the terms and conditions of this Agreement, the
Canadian Borrowers may request Borrowings of Canadian Revolving Credit Loans by
presenting drafts for acceptance and purchase as B/As by the Canadian Lenders.

          (b) To facilitate availment of B/A Borrowings, the Canadian Borrowers
hereby appoint each Canadian Lender as their attorney to sign and endorse on
their behalf, in handwriting or by facsimile or mechanical signature as and when
deemed necessary by such Canadian Lender, blank forms of B/As in the form
requested by such Canadian Lender. In this respect, it is each Canadian Lender's
responsibility to maintain an adequate supply of blank forms of B/As for
acceptance under this Agreement. The Canadian Borrowers recognize and agree that
all B/As signed and/or endorsed on its behalf by a Canadian Lender shall jointly
and severally bind the Canadian Borrowers as fully and


                                                                              47

<PAGE>

effectually as if signed in the handwriting of and duly issued by the proper
signing officers of each Canadian Borrower. Each Canadian Lender is hereby
authorized to issue such B/As endorsed in blank in such face amounts as may be
determined by such Canadian Lender, provided, that the aggregate amount thereof
is equal to the aggregate amount of B/As required to be accepted and purchased
by such Canadian Lender. No Canadian Lender or any Affiliate thereof shall be
liable for any damage, loss or other claim arising by reason of any loss or
improper use of any such instrument except the gross negligence or willful
misconduct of such Canadian Lender or its Affiliate, as applicable, or its
officers, employees, agents or representatives. Each Canadian Lender shall
maintain a record with respect to B/As (1) received by it in blank hereunder,
(2) voided by it for any reason, (3) accepted and purchased by it hereunder and
(4) canceled at their respective maturities. Each Canadian Lender further agrees
to retain such records in the manner and for the statutory periods provided in
the various provincial or federal statutes and regulations which apply to such
Canadian Lender. Each Canadian Lender agrees to provide a copy of such records
to the Canadian Borrowers at the Canadian Borrowers' expense upon request. On
request by or on behalf of the Canadian Borrowers, a Canadian Lender shall
cancel all forms of B/As which have been pre-signed or pre-endorsed on behalf of
the Canadian Borrowers and which are held by such Canadian Lender and are not
required to be issued in accordance with the Canadian Borrowers' irrevocable
notice. The Canadian Borrowers agree that, at the request of the Canadian
Administrative Agent, they shall deliver to the Canadian Administrative Agent a
"depository note" which complies with the requirements of the Depository Bills
and Notes Act (Canada) and consents to the deposit of any such depository note
in the book-based clearance system maintained by the Canadian Depository for
Securities.

          (c) Drafts of the Canadian Borrowers to be accepted as B/As hereunder
shall be signed as set forth in this Section 2.6. Notwithstanding that any
person whose signature appears on any B/A may no longer be an authorized
signatory for any Canadian Lender or the Canadian Borrowers at the date of
issuance of a B/A, such signature shall nevertheless be valid and sufficient for
all purposes as if such authority had remained in force at the time of such
issuance and any such B/A so signed shall be binding on the Canadian Borrowers.

          (d) Promptly following receipt of a Borrowing Request or notice of
rollover pursuant to this Section 2.6 or Section 2.10 by way of B/As, the
Canadian Administrative Agent shall so advise the Canadian Lenders and shall
advise each Canadian Lender of the aggregate face amount of the B/As to be
accepted by it and the applicable Contract Period (which shall be identical for
all Canadian Lenders). The aggregate face amount of the B/As to be accepted by
the Canadian Lenders in respect of any Borrowing or rollover of B/A Loans shall
be not less than C$500,000 and shall be in an integral multiple of C$100,000.

          (e) Upon acceptance of a B/A by a Canadian Lender, such Canadian
Lender shall purchase, or arrange the purchase of, such B/A from the Canadian
Borrowers at the Discount Rate for such Canadian Lender applicable to such B/A
accepted by it and provide to Canadian Administrative Agent the Discount
Proceeds for the account of the Canadian Borrowers in which event an Acceptance
Fee shall be payable by the Canadian Borrowers to such Canadian Lender in
respect of such B/A and shall be set off against the Discount Proceeds payable
by such Canadian Lender under this Section 2.6(e).

          (f) Each Canadian Lender may at any time and from time to time hold,
sell, rediscount or otherwise dispose of any or all B/As accepted and purchased
by it.

          (g) If a Canadian Lender is not a chartered bank under the Bank Act
(Canada) or if a Canadian Lender notifies the Administrative Agent in writing
that it is otherwise unable or unwilling to accept B/As, such Canadian Lender
will, instead of accepting and purchasing B/As, purchase from the Canadian
Borrowers a non-interest bearing note denominated in C$ (a "B/A EQUIVALENT
NOTE"), in the


                                                                              48

<PAGE>

form of Exhibit K, issued by the Canadian Borrowers in the amount and for the
same term as the draft which such Canadian Lender would otherwise have been
required to accept and purchase hereunder. Each such Canadian Lender will
provide to the Canadian Administrative Agent the Discount Proceeds of such B/A
Equivalent Note for the account of any Canadian Borrower. Each such B/A
Equivalent Note will bear interest at the same rate which would result if such
Canadian Lender had accepted (and been paid an Acceptance Fee) and purchased (on
a discounted basis) a B/A for the relevant Contract Period (it being the
intention of the parties that each such B/A Equivalent Note shall have the same
economic consequences for the Canadian Lenders and any Canadian Borrower as the
B/A which such B/A Equivalent Note replaces). All such interest shall be paid in
advance on the date such B/A Loan is made, and will be deducted from the
principal amount of such B/A Equivalent Note in the same manner in which the
Discount Proceeds of a B/A would be deducted from the face amount of the B/A.
Subject to repayment requirements, on the last day of the relevant Contract
Period for such B/A Equivalent Note, any Canadian Borrower shall be entitled to
convert each such B/A Equivalent Note into another type of Loan, or to roll over
each such B/A Equivalent Note into another B/A Equivalent Note, all in
accordance with the applicable provisions of this Agreement.

          (h) The Canadian Borrowers waive presentment for payment and any other
defense to payment of any amounts due to a Canadian Lender in respect of a B/A
accepted and purchased by it pursuant to this Agreement which might exist solely
by reason of such B/A being held, at the maturity thereof, by such Canadian
Lender in its own right and the Canadian Borrowers agree not to claim any days
of grace if such Canadian Lender as holder sues the Canadian Borrowers on the
B/A for payment of the amount payable by the Canadian Borrowers thereunder. On
the specified maturity date of a B/A, or such earlier date as may be required or
permitted pursuant to the provisions of this Agreement, the Canadian Borrowers
shall jointly and severally pay, through the Canadian Administrative Agent, the
Canadian Lender that has accepted and purchased such B/A the full face amount of
such B/A and after such payment, the Canadian Borrowers shall have no further
liability in respect of such B/A and such Canadian Lender shall be entitled to
all benefits of, and be responsible for all payments due to third parties under,
such B/A.

          (i) If a Canadian Lender grants a participation in a portion of its
rights under this Agreement to a participant under Section 10.7, then in respect
of any B/A Borrowing, a portion thereof may, at the option of such Canadian
Lender, be by way of B/A accepted by such participant. In such event, the
Canadian Borrowers shall upon request of the Canadian Administrative Agent or
the Canadian Lender granting the participation execute and deliver a form of B/A
indemnity in favor of such participant for delivery to such participant.

          (j) Notwithstanding anything herein to the contrary, no B/A may be
prepaid prior to the maturity date thereof, except as provided in Article 8.

     Section 2.7 REPAYMENT OF LOANS.

          (a) The US Borrowers hereby unconditionally, jointly and severally
promise to pay to the Administrative Agent for the account of each US Revolving
Lender, (1) the then unpaid principal amount of each US Revolving Credit Loan of
such Lender on the Maturity Date (or such earlier date on which the Revolving
Credit Loans become due and payable pursuant to Article 8); and (2) the amounts
specified in Section 2.9 on the dates specified in Section 2.9. The US Borrowers
hereby unconditionally, jointly and severally promise to pay to the US Swingline
Lender the then-unpaid principal amount of each US Swingline Loan on the
Maturity Date (or such earlier date on which such US Swingline Loans become due
and payable pursuant to Article 8).


                                                                              49

<PAGE>

          (b) The Canadian Borrowers hereby jointly, severally and
unconditionally promise to pay to the Canadian Administrative Agent for the
account of each Canadian Lender, (1) the then unpaid principal amount of each
Canadian Revolving Credit Loan of such Lender on the Maturity Date (or such
earlier date on which the Revolving Credit Loans become due and payable pursuant
to Article 8); and (2) the amounts specified in Section 2.9 on the dates
specified in Section 2.9.

          (c) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of the Borrowers to such Lender
resulting from each Loan of such Lender from time to time, including, without
limitation, the amounts of principal and interest payable and paid to such
Lender from time to time under this Agreement.

          (d) The Administrative Agent shall maintain the Register pursuant to
Section 10.7(b)(iv), and a subaccount therein for each US Lender, in which shall
be recorded (1) the amount of each US Loan made hereunder, the Type thereof and
each Interest Period, if any, applicable thereto, (2) the amount of any
principal or interest due and payable or to become due and payable from the US
Borrowers to each US Lender hereunder, and (3) both the amount of any sum
received by the Administrative Agent hereunder from the US Borrowers and each US
Lender's Applicable Percentage thereof. The Administrative Agent shall maintain
a separate register with respect to the US Swingline Loans which Register shall
contain the same information as the Register with respect to the US Loans.

          (e) The Canadian Administrative Agent shall maintain the Register
pursuant to Section 10.7(b)(iv), and a subaccount therein for each Canadian
Lender, in which shall be recorded (1) the amount of each Canadian Loan made
hereunder, the Type thereof and each Interest Period or Contract Period, if any,
applicable thereto, (2) the amount of any principal or interest due and payable
or to become due and payable from the Canadian Borrowers to each Canadian Lender
hereunder, and (3) both the amount of any sum received by the Canadian
Administrative Agent hereunder from the Borrowers and each Canadian Lender's
Applicable Percentage thereof.

          (f) The entries made in the Registers and the accounts of each Lender
maintained pursuant to Section 2.7(d) and Section 2.7(e) shall, absent manifest
error, to the extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations of the Borrowers therein recorded;
provided, however, that, the failure of any Lender or Agent to maintain a
Register or any such account, or any error therein, shall not in any manner
affect the obligations of each Borrower to repay (with applicable interest) the
Loans made to such Borrower by such Lender in accordance with the terms of this
Agreement.

          (g) The Administrative Agent shall render to the US Borrowers each
month a statement of the US Borrowers' account setting forth the following
information for the period from the date of the most recent preceding statement:
the aggregate principal amount of new US Revolving Credit Loans and US Swingline
Loans (if any) made to the US Borrowers, the aggregate amount of new
Reimbursement Obligations which have not been reimbursed, the aggregate face
amount of new US Letters of Credit issued for the accounts of the US Borrowers,
the amount of remittances and payments actually collected and applied by the
Administrative Agent to reduce the outstanding principal balance of the US
Swingline Loans and US Revolving Credit Loans, to reimburse Reimbursement
Obligations and establish L/C Cover during such period and the outstanding
principal balances of the US Swingline Loans and US Revolving Credit Loans, and
the aggregate US Letter of Credit Liabilities outstanding at the end of such
period. Such statement shall be deemed to be correct and accepted by and be
binding upon the US Borrowers unless the Administrative Agent receives a written
statement of the US Borrowers' exceptions to such account statement within
twenty (20) days after such statement was rendered to the US Borrowers.


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<PAGE>

          (h) The Canadian Administrative Agent shall render to the Canadian
Borrowers each month a statement of the Canadian Borrowers' account setting
forth the following information for the period from the date of the most recent
preceding statement: the aggregate principal amount of new Canadian Revolving
Credit Loans made to the Canadian Borrowers, the aggregate amount of new
Reimbursement Obligations which have not been reimbursed, the aggregate face
amount of new Canadian Letters of Credit issued for the accounts of the Canadian
Borrowers, the amount of remittances and payments actually collected and applied
by the Canadian Administrative Agent to reduce the outstanding principal balance
of the Canadian Revolving Credit Loans, to reimburse Reimbursement Obligations
during such period and establish L/C Cover and the outstanding principal
balances of the Canadian Revolving Credit Loans and the aggregate Canadian
Letter of Credit Liabilities outstanding at the end of such period. Such
statement shall be deemed to be correct and accepted by and be binding upon the
Canadian Borrowers unless the Canadian Administrative Agent receives a written
statement of the Canadian Borrowers' exceptions to such account statement within
twenty (20) days after such statement was rendered to the Canadian Borrowers.

          (i) The Canadian Administrative Agent shall on any Settlement Date,
and upon notice given by the Canadian Administrative Agent no later than 12:00
noon Toronto, Canada time, request each Canadian Lender to make and each
Canadian Lender hereby agrees to make, a Canadian Revolving Credit Loan in an
amount equal to such Canadian Lender's Canadian Revolving Credit Percentage of
the aggregate amount of the Canadian Revolving Credit Loans made by the Canadian
Administrative Agent from the preceding Settlement Date to the date of such
notice. Each Canadian Lender's obligation to make the Canadian Revolving Credit
Loans referred to in this Section 2.7(i) and to make the settlements pursuant to
this Section 2.7(i) shall not be affected by any circumstance, including,
without limitation, (i) any set-off, counterclaim, recoupment, defense or other
right which any such Canadian Lender or the Canadian Borrowers may have against
the Canadian Administrative Agent, any Canadian Borrower, any Canadian Lender or
any other Person for any reason whatsoever; (ii) any adverse change in the
condition (financial or otherwise) of the Canadian Borrowers; or (iii) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing. Without limiting the liability and obligation of each Canadian
Lender to make such advances, the Canadian Borrowers authorize the Canadian
Administrative Agent to charge the Canadian Borrower's account to the extent
amounts received from the Canadian Lenders are not sufficient to repay in full
the amount of any such deficiency. On the Settlement Date, the Canadian
Administrative Agent and the Canadian Lenders shall each remit to the other, in
immediately available funds, all amounts necessary so as to ensure that, as of
the Settlement Date, the Canadian Lenders shall have their respective Canadian
Revolving Credit Percentage of all outstanding Canadian Revolving Credit
Exposure. The Canadian Lenders acknowledge and agree that the Canadian Revolving
Credit Exposure of the Canadian Administrative Agent may exceed the amount of
its Canadian Revolving Credit Commitment (the "CANADIAN ADMINISTRATIVE AGENT
OVERLINE") solely as a result of the Canadian Administrative Agent making
advances on behalf of the other Canadian Lenders pending settlement pursuant to
this Section 2.7(i), but that such Canadian Administrative Agent Overline shall
in no way affect, limit or modify in any respect the other Canadian Lenders'
obligations to settle with the Canadian Administrative Agent provided in this
Section 2.7(i). The Canadian Administrative Agent shall, after receipt of any
interest and fees earned under this Agreement, promptly remit to the Canadian
Lenders their pro rata portion (based on their respective Canadian Revolving
Credit Commitments) of any (i) fees they are entitled to receive, and (ii)
interest computed at the rate and as provided for in Section 2.5 of this
Agreement on all outstanding amounts advanced by the Canadian Lenders on each
Settlement Date, prior to adjustment for such settlement, which fees and
interest are subsequent to the last remittance by the Canadian Administrative
Agent to the Canadian Lenders of such interest amounts, provided, however, that,
the Canadian Lenders (other than the Canadian Administrative Agent in its role
as the agent for and on behalf of the Canadian Lenders) shall not share in any
of the fees provided for in any Fee Letter. The


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<PAGE>

Canadian Administrative Agent shall not be permitted to make any B/A Loans or
Eurodollar Loans on behalf of the other Canadian Lenders.

          (j) The US Borrowers agree, that solely for purposes of computing the
charges under this Agreement (including interest), all items of payment shall be
deemed applied by the Administrative Agent one Business Day after receipt by the
Administrative Agent of funds which have been finally credited to the US Loans
whether such funds are received directly from the US Borrowers or from the US
Blocked Account.

          (k) The Canadian Borrowers agree, that for purposes of computing the
interest charges under this Agreement (including interest), all items of payment
shall be deemed applied by the Canadian Administrative Agent one Business Day
after receipt by the Canadian Administrative Agent of funds which have been
finally credited to the Canadian Loans, whether such funds are received directly
from the Canadian Borrowers or from the Canadian Blocked Account.

          (l) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the applicable Borrowers shall prepare, execute
and deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Administrative Agent. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 10.7) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

     Section 2.8 VOLUNTARY TERMINATION OR REDUCTION OF REVOLVING CREDIT
COMMITMENTS.

          (a) Each of the Borrowers may, upon at least five Business Days'
notice to the Administrative Agent and Canadian Administrative Agent, terminate
entirely at any time, or partially reduce from time to time by an aggregate
amount of $1,000,000 or any larger multiple of $100,000, the unused portions of
the US Revolving Credit Commitment or the Canadian Revolving Credit Commitment,
provided, that, (a) any such reduction shall apply proportionately to the US
Revolving Credit Commitment or the Canadian Revolving Credit Commitment, as
applicable, of each Lender. The US Swingline Commitment may not be partially
terminated by the US Borrowers and may only be entirely terminated by the US
Borrowers in connection with the entire termination of the Commitments. If the
US Revolving Credit Commitments or the Canadian Revolving Credit Commitments are
terminated in their entirety, all accrued commitment fees with respect thereto
shall be payable on the effective date of such termination. Upon termination of
the US Revolving Credit Commitments and the Canadian Revolving Credit
Commitments in full, the commitments of the US Swingline Lender to make US
Swingline Loans shall terminate as well.

     Section 2.9 MANDATORY PREPAYMENTS; VOLUNTARY PREPAYMENTS; ORDER OF
APPLICATION.

          (a) MANDATORY PREPAYMENTS OF US REVOLVING CREDIT LOANS. Subject to the
last sentence of this Section 2.9(a), if at any time the Aggregate US Revolving
Credit Exposure is in excess of the US Maximum Available Amount, the US
Borrowers shall immediately jointly and severally pay to the Administrative
Agent, for the account of the US Revolving Lenders, the amount of such excess to
be applied (1) as a prepayment of the US Revolving Credit Loans and
Reimbursement Obligations with respect to US Letters of Credit, and (2) after
payment in full of the US Revolving Credit Loans and Reimbursement Obligations,
as L/C Cover for the US Letter of Credit Liabilities in an amount of such
remaining excess; provided, however, to the extent any mandatory prepayment
under this Section 2.9(a) is required as result of a reduction in the US
Borrowing Base resulting from any (i) establishment of


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additional, or modification of existing, eligibility standards for any component
of the US Borrowing Base, (ii) reduction of the advance rate for any component
of the US Borrowing Base, or (iii) establishment of Availability Reserves, then
such required mandatory prepayment shall be due and payable within three (3)
Business Days of the date on which such US Borrowing Base reductions are
effective. Each US Revolving Lender acknowledges and agrees that notwithstanding
anything to the contrary set forth in this Agreement, the Administrative Agent,
in its sole discretion, may, for the account and credit risk of the US Revolving
Lenders, (a) make or permit to remain outstanding US Swingline Loans, and/or (b)
cause each US Revolving Lenders to make, or permit to remain outstanding US
Revolving Credit Loans, or issue, or permit to remain outstanding, US Letters of
Credit, which in any case results in the Aggregate US Revolving Credit Exposure
exceeding the US Maximum Available Amount (collectively "US OVERADVANCES") in an
amount not exceeding the lesser of (I) ten percent (10%) of the aggregate US
Revolving Credit Commitments and (II) $30,000,000 minus any existing Canadian
Overadvances as of such date; provided, that, no US Overadvance may remain
outstanding for more than thirty (30) consecutive days and no US Overadvance
shall cause any US Revolving Lender's US Revolving Credit Exposure to exceed its
US Revolving Credit Commitment.

          (b) MANDATORY PREPAYMENTS OF CANADIAN REVOLVING CREDIT LOANS. If at
any time the Dollar Equivalent of the Aggregate Canadian Revolving Credit
Exposure is in excess of the Canadian Maximum Available Amount, the Canadian
Borrowers shall immediately jointly and severally pay to the Canadian
Administrative Agent, for the account of the Canadian Lenders, the amount of
such excess to be applied (1) as a prepayment of the Canadian Revolving Credit
Loans (other than B/A Loans) and Reimbursement Obligations with respect to
Canadian Letters of Credit, (2) after payment in full of the Canadian Revolving
Credit Loans (other than B/A Loans) and Reimbursement Obligations, as B/A Cover
for B/A Loans, and (3) after B/A Cover has been effected for all outstanding B/A
Loans, as L/C Cover for the Canadian Letter of Credit Liabilities in an amount
of such remaining excess; provided, however, to the extent any mandatory
prepayment under this Section 2.9(b) is required as result of a reduction in the
Canadian Borrowing Base resulting from any (i) establishment of additional, or
modification of existing, eligibility standards for any component of the
Canadian Borrowing Base, (ii) reduction of the advance rate for any component of
the Canadian Borrowing Base, or (iii) establishment of Availability Reserves
against the Canadian Borrowing Base, then such required mandatory prepayment
shall be due and payable within three (3) Business Days of the date on which
such Canadian Borrowing Base reductions are effective. Each Canadian Revolving
Lender acknowledges and agrees that notwithstanding anything to the contrary set
forth in this Agreement, the Canadian Administrative Agent, in its sole
discretion, may, for the account and credit risk of the Canadian Lenders, cause
each Canadian Revolving Lenders to make, or permit to remain outstanding
Canadian Revolving Credit Loans, or issue, or permit to remain outstanding,
Canadian Letters of Credit, which in any case results in the Aggregate Canadian
Revolving Credit Exposure exceeding the Canadian Maximum Available Amount
(collectively "CANADIAN OVERADVANCES") in an amount not exceeding the lesser of
(I) ten percent (10%) of the aggregate Canadian Revolving Credit Commitments and
(II) $30,000,000 minus any existing US Overadvances as of such date; provided,
that, no Canadian Overadvance may remain outstanding for more than thirty (30)
consecutive days and no Canadian Overadvance shall cause any Canadian Lender's
Canadian Revolving Credit Exposure to exceed its Canadian Revolving Credit
Commitment.

          (c) APPLICATION OF PROCEEDS FROM US BLOCKED ACCOUNT. Prior to the time
the Activation Notice (US) is in effect, the Administrative Agent shall transfer
or apply the funds on deposit in the US Blocked Account in accordance with the
instructions of the US Borrowers. At any time the Activation Period is in
effect, the Administrative Agent may, in its sole discretion, and shall, at the
request of the Required Lenders, deliver an Activation Notice (US) to the US
Borrowers. On or before 11:00 a.m. (New York City time) on each Business Day
during the period that the Activation Notice (US) is in effect, the
Administrative Agent shall disburse to the appropriate Agent or Lenders for
application in accordance with Section 2.9(f) and Section 2.9(h), all amounts
then on deposit in the US Blocked


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Account which the Administrative Agent shall have determined constitute
"collected funds" in accordance with the policies of the Administrative Agent
then in effect.

          (d) APPLICATION OF PROCEEDS FROM CANADIAN BLOCKED ACCOUNT. Prior to
the time the Activation Notice (Canadian) is in effect, the Canadian
Administrative Agent shall transfer or apply the funds on deposit in the
Canadian Blocked Account in accordance with the instructions of the Canadian
Borrowers. At any time the Activation Period is in effect, the Administrative
Agent may in its sole discretion, and shall, at the request of the Required
Lenders, deliver an Activation Notice (Canadian) to the Canadian Borrowers.
Subject to Section 2.7(i), on or before 11:00 a.m. (New York City time) on each
Business Day during the period that the Activation Notice (Canadian) is in
effect, the Canadian Administrative Agent shall disburse to the appropriate
Agent or Lenders for application in accordance with Section 2.9(g) and Section
2.9(i) hereof all amounts then on deposit in the Canadian Blocked Account which
the Canadian Administrative Agent shall have determined constitute "collected
funds" in accordance with the policies of the Canadian Administrative Agent then
in effect.

          (e) VOLUNTARY PREPAYMENTS. Each of the Borrowers may, at their option,
at any time and from time to time, prepay the Loans (other than B/A Loans) and
the Reimbursement Obligations, in whole or in part, without premium or penalty
except for breakage costs with respect to Eurodollar Loans as provided in
Section 2.17, upon giving, in the case of any Eurodollar Loan, five Business
Days' prior written notice to the Administrative Agent, and, in the case of any
ABR Loan or Canadian Prime Rate Loan, prior written notice on the same Business
Day to the Administrative Agent (in the case of prepayment of US Loans) or the
Canadian Administrative Agent (in the case of a prepayment of Canadian Loans).
Such notice shall specify (1) in the case of any prepayment of Loans, the date
and amount of prepayment and whether the prepayment is (i) of US Revolving
Credit Loans, Canadian Revolving Credit Loans or US Swingline Loans and (ii) of
Eurodollar Loans, ABR Loans or Canadian Prime Rate Loans, or a combination
thereof, and, in each case if a combination thereof, the principal amount
allocable to each; and (2) in the case of any prepayment of Reimbursement
Obligations, the date and amount of prepayment, the identity of the applicable
Letter of Credit or Letters of Credit and the amount allocable to each of such
Reimbursement Obligations. Upon receipt of such notice, the Administrative Agent
or the Canadian Administrative Agent (as applicable) shall promptly notify each
Lender of the contents thereof and of such Lender's Applicable Percentage of
such prepayment. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein, together with (if
a Eurodollar Loan is prepaid other than at the end of the Interest Period
applicable thereto) any amounts payable pursuant to Section 2.17. Each
prepayment of US Revolving Credit Loans which are ABR Loans may be in any
amount; each prepayment of Canadian Revolving Credit Loans which are ABR Loans
shall be in a minimum principal amount of $100,000 and shall be in an integral
multiple of C$50,000, each prepayment of Canadian Prime Rate Loans shall be in
the minimum principal amount of C$100,000 and in integral multiple of $50,000;
each prepayment of Eurodollar Loans shall be in the minimum principal amount of
$500,000 and in integral multiples of $100,000 or, in the case of any of ABR
Loans, Eurodollar Loans, or Canadian Prime Rate Loans, the aggregate principal
balance outstanding on such Loans.

          (f) ORDER OF PAYMENTS PRIOR TO DEFAULT (US BORROWERS). Unless an Event
of Default has occurred and is continuing, (1) any voluntary prepayments of the
US Loans made pursuant to Section 2.9(e) above shall be applied to the US Loans
specified to be prepaid in the notice of prepayment delivered by the US
Borrowers pursuant to Section 2.9(e), and (2) any other payments by any of the
US Borrowers (including, without limitation, any application of the proceeds of
Collateral of the US Borrowers) in respect of the Lender Indebtedness,
including, without limitation, amounts applied pursuant to Section 2.9(c), shall
be applied to the Lender Indebtedness in the following order (i) first, to the
payment in full of all costs, expenses and other charges (but not fees) of the
Administrative Agent then due and payable by the Borrowers under the Financing
Documents, (ii) second, to the payment in full of


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all costs, expenses and other charges (but not fees) of the US Revolving Lenders
payable by the Borrowers under the Financing Agreements and all indemnities
payable by the Borrowers under the Financing Agreements then due to any US
Revolving Lender, (iii) third, to the payment in full of all fees then due and
payable by the Borrowers to the Administrative Agent in its capacity as such,
(iv) fourth, to the payment in full of all interest then due and payable in
respect of the US Swingline Loans, (v) fifth, to the payment in full of all
interest then due and payable in respect of the US Revolving Credit Loans, (vi)
sixth, to the payment in full of all fees then due and payable to the US
Revolving Lenders pursuant to Section 2.11(a) hereof, (vii) seventh, to the
payment in full of all principal then due and payable under Section 2.9(a) above
(for application first to the US Swingline Loans to the extent necessary to pay
the US Swingline Loans in full, and then to the US Revolving Credit Loans),
(viii) eighth, to the payment in full of principal of the US Swingline Loans,
(ix) ninth, to the payment in full of principal of the US Revolving Credit
Loans, (x) tenth, to the payment in full of any other Lender Indebtedness to the
extent then due and payable, and (xi) eleventh, after giving effect to the
payment in full of all amounts due and payable pursuant to clauses (i) through
(x) preceding, to the US Borrowers by depositing the net amount thereof in the
Disbursement Account for the US Borrowers. For purposes of this subsection (f),
"payment in full" with respect to fees, expense reimbursements and interest
shall include any fees and expense reimbursements incurred during any bankruptcy
or insolvency proceeding, and any interest which accrued or would have accrued
after the commencement of any bankruptcy or insolvency proceeding, irrespective
of whether a claim for such fees, expense reimbursements or interest is
allowable in such bankruptcy or insolvency proceeding.

          (g) ORDER OF PAYMENTS PRIOR TO DEFAULT (CANADIAN BORROWERS). Unless an
Event of Default has occurred and is continuing, (1) any voluntary prepayments
of the Canadian Loans made pursuant to Section 2.9(e) above shall be applied to
the Canadian Loans specified to be prepaid in the notice of prepayment delivered
by the Canadian Borrowers pursuant to Section 2.9(e), (2) any other payments by
any of the Canadian Borrowers (including, without limitation, any application of
the proceeds of Collateral of the Canadian Borrowers) in respect of the Canadian
Lender Indebtedness, including, without limitation, amounts applied pursuant to
Section 2.9(d), shall be applied to the Canadian Lender Indebtedness in the
following order (i) first, to the payment in full of all costs, expenses and
other charges (but not fees) of the Canadian Administrative Agent then due and
payable by the Canadian Borrowers under the Financing Documents, (ii) second, to
the payment in full of all costs, expenses and other charges (but not fees) of
the Canadian Lenders payable by the Canadian Borrowers under the Financing
Agreements and all indemnities payable by the Canadian Borrowers under the
Financing Agreements then due to any Lender, (iii) third, to the payment in full
of all fees payable by the Canadian Borrowers to the Canadian Administrative
Agent in its capacity as such, (iv) fourth, to the payment in full of all
interest then due and payable in respect of the Canadian Revolving Credit Loans,
(v) fifth, to the payment in full of all fees then due and payable to the
Canadian Lenders pursuant to Section 2.11(b) hereof, (vi) sixth, to the payment
in full of all principal then due and payable under Section 2.9(b) above, (vii)
seventh, to the payment in full of principal of the Canadian Revolving Credit
Loans, (viii) eighth, to the payment in full of any other Canadian Lender
Indebtedness to the extent then due and payable, and (ix) ninth, after giving
effect to the payment in full of all amounts due and payable pursuant to clauses
(i) through (viii) preceding, to the Canadian Borrowers by depositing the net
amount thereof in the Disbursement Account for the Canadian Borrowers. For
purposes of this subsection (g), "payment in full" with respect to fees, expense
reimbursements and interest shall include any fees and expense reimbursements
incurred during any bankruptcy or insolvency proceeding, and any interest which
accrued or would have accrued after the commencement of any bankruptcy or
insolvency proceeding, irrespective of whether a claim for such fees, expense
reimbursements or interest is allowable in such bankruptcy or insolvency
proceeding.

          (h) ORDER OF PAYMENTS DURING DEFAULT (US BORROWERS). During the
existence of any Event of Default, any payments in respect of the Lender
Indebtedness by or for the account of any of


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<PAGE>

the US Borrowers or in respect of any of the proceeds of Collateral of the US
Borrowers, including, without limitation, amounts applied pursuant to Section
2.9(c), shall be applied to the Lender Indebtedness (1) first, to the payment in
full of all costs, expenses and other charges (but not fees) of the
Administrative Agent and the Canadian Administrative Agent incurred in
connection with the collection and enforcement of the Lender Indebtedness and
for the protection, preservation or sale, disposition or other realization upon
the Collateral, including all expenses, liabilities and advances incurred or
made by or on behalf of the Administrative Agent or the Canadian Administrative
Agent in their capacity as such, including attorneys' fees and legal expenses,
(2) second, to the payment in full of all remaining Lender Indebtedness
(including to establish L/C Cover for all outstanding Letters of Credit) in such
order as the Administrative Agent shall determine in its sole discretion, but
expressly excluding any amounts to be paid pursuant to clause (3) of this
Section 2.9(h), and (3) third, to any Lender Indebtedness consisting of amounts
owed by any Credit Party in respect of any Swap Agreement or Cash Management
Agreement that are in excess of the Swap Reserves and Cash Management Reserves,
respectively, set forth in the most recent US Borrowing Base Report. For
purposes of this subsection (h), "payment in full" with respect to fees, expense
reimbursements and interest shall include any fees and expense reimbursements
incurred during any bankruptcy or insolvency proceeding, and any interest which
accrued or would have accrued after the commencement of any bankruptcy or
insolvency proceeding, irrespective of whether a claim for such fees, expense
reimbursements or interest is allowable in such bankruptcy or insolvency
proceeding.

          (i) ORDER OF PAYMENTS DURING DEFAULT (CANADIAN BORROWERS). During the
existence of any Event of Default, any payments in respect of the Lender
Indebtedness by or for the account of any of the Canadian Borrowers or in
respect of any of the proceeds of Collateral of the Canadian Borrowers,
including, without limitation, amounts applied pursuant to Section 2.9(d) shall
be applied to the Canadian Lender Indebtedness (1) first, to the payment in full
of all costs, expenses and other charges (but not fees) of the Canadian
Administrative Agent incurred in connection with the collection and enforcement
of the Canadian Lender Indebtedness and for the protection, preservation or
sale, disposition or other realization upon the Collateral provided by the
Canadian Borrowers, including all expenses, liabilities and advances incurred or
made by or on behalf of the Canadian Administrative Agent in its capacity as
such, including attorneys' fees and legal expenses, (2) second, to the payment
in full of all remaining Canadian Lender Indebtedness (including to establish
L/C Cover for all outstanding Canadian Letters of Credit) in such order as the
Canadian Administrative Agent shall determine in its sole discretion, but
expressly excluding any amounts to be paid pursuant to clause (3) of this
Section 2.9(i), and (3) third, to any Canadian Lender Indebtedness consisting of
amounts owed by any Credit Party in respect of any Swap Agreement or Cash
Management Agreement that are in excess of the Swap Reserves and Cash Management
Reserves, respectively, set forth in the most recent Canadian Borrowing Base
Report. For purposes of this subsection (i), "payment in full" with respect to
fees, expense reimbursements and interest shall include any fees and expense
reimbursements incurred during any bankruptcy or insolvency proceeding, and any
interest which accrued or would have accrued after the commencement of any
bankruptcy or insolvency proceeding, irrespective of whether a claim for such
fees, expense reimbursements or interest is allowable in such bankruptcy or
insolvency proceeding.

     Section 2.10 CONTINUATION AND CONVERSION OPTIONS.

          (a) CONTINUATION. The Borrowers may elect to continue all or any part
of any Borrowing of Eurodollar Loans beyond the expiration of the then current
Interest Period relating thereto by giving Advance Notice (which shall be
irrevocable to the Administrative Agent or the Canadian Administrative Agent)
(with a simultaneous copy to the Administrative Agent) (as applicable) of such
election, specifying the Eurodollar Loans or portion thereof to be continued and
the Interest Period therefor. In the absence of such a timely and proper
election with regard to Eurodollar Loans, the


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Borrowers shall be deemed to have elected to convert such Eurodollar Loans to
ABR Loans pursuant to Section 2.10(d).

          (b) AMOUNT OF CONTINUATIONS. All or part of any Eurodollar Loans may
be continued as provided herein, provided, that any continuation of such Loans
shall not be (as to each Borrowing of such Loans as continued for an applicable
Interest Period) less than $500,000 for each Lender and shall be in an integral
multiple of $100,000.

          (c) CONTINUATION OR CONVERSION UPON DEFAULT. If no Default shall have
occurred and be continuing, each Eurodollar Loan may be continued or converted
as provided in this Section. If a Default shall have occurred and be continuing,
the Borrowers shall not have the option to elect to continue any such Eurodollar
Loan pursuant to Section 2.10(a) or to convert ABR Loans to Eurodollar Loans
pursuant to Section 2.10(e).

          (d) CONVERSION TO ABR. The Borrowers may elect to convert any
Eurodollar Loan on the last day of the then current Interest Period relating
thereto to an ABR Loan by giving Advance Notice to the Administrative Agent of
such election.

          (e) CONVERSION TO EURODOLLAR LOAN. The Borrowers may elect to convert
any ABR Loan at any time or from time to time to a Eurodollar Loan by giving
Advance Notice (which shall be irrevocable to the Administrative Agent of such
election, specifying each Interest Period therefor.

          (f) AMOUNTS OF CONVERSIONS. All or any part of the outstanding Loans
may be converted as provided herein, provided, that any conversion of such Loans
to a Eurodollar Loan shall result in a Borrowing of Eurodollar Loans in an
amount not less than $500,000 for each Lender and in an integral multiple of
$100,000.

          (g) ROLLOVER OF B/A LOANS. With respect to each B/A Borrowing, at or
before 12:00 p.m. (noon), Toronto, Ontario Canada time, three Business Days
before the maturity date of such B/As, the Canadian Borrowers shall notify in
writing the Canadian Administrative Agent, if the Canadian Borrowers intend to
issue B/As on such maturity date to provide for the payment of such maturing
B/As. If the Canadian Borrowers fail to notify the Canadian Administrative Agent
of their intention to issue B/As on such maturity the Canadian Borrowers shall
provide payment to the Canadian Administrative Agent for the account of the
Canadian Lenders of an amount equal to the aggregate face amount of such B/As on
the maturity date of such B/As. If the Canadian Borrowers fail to make such
payment, such maturing B/As shall be deemed to have been converted on their
maturity date into a Canadian Prime Rate Loan in an aggregate principal amount
equal to the aggregate face amounts of such B/As and the Canadian Borrowers
shall on demand jointly and severally pay any losses, costs or penalties that
may have been incurred by the Canadian Administrative Agent or any Canadian
Lender due to the failure of the Canadian Borrowers to make such payment. No B/A
may be rolled over when any Default has occurred and is continuing and the
Canadian Administrative Agent has or the Canadian Lenders have determined in its
or their sole discretion that such conversion is not appropriate.

          (h) CONVERSION INTO B/A LOANS. Subject to the provisions of this
Agreement, the Canadian Borrowers may, prior to the Maturity Date, effective on
any Business Day, convert in whole or part, Canadian Prime Rate Loans into B/As
or vice versa (but only on the last day of a Contract Period in the case of
conversions of B/As) upon giving to the Canadian Administrative Agent Advance
Notice, provided, that: (1) no Canadian Prime Rate Loan may be converted into a
B/A when any Default has occurred and is continuing and the Canadian
Administrative Agent has or the Canadian Lenders have determined in its or their
sole reasonable discretion that such conversion is not appropriate; and (2) each
conversion pursuant to this paragraph shall be not be less than C$500,000 and
shall in an integral multiple


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<PAGE>

of C$100,000. In the case of conversions of Canadian Prime Rate Loans into B/As,
the Canadian Borrowers shall jointly and severally pay to the Administrative
Agent, for the account of the Canadian Lender accepting such B/A, on the date of
such conversion an amount equal to (A) the difference between the principal
amount of the converted Canadian Prime Rate Loan less the Discount Proceeds plus
(B) the Acceptance Fee to which such Canadian Lender is entitled upon acceptance
of such B/A. If the Canadian Borrowers shall not have delivered a Borrowing
Request in accordance with this Section 2.10(h) prior to the maturity date then
in effect for any B/A Borrowing requesting that such Borrowing be refinanced
with another B/A Borrowing or converted to a Canadian Prime Borrowing, then the
Canadian Borrowers shall (unless the Canadian Borrowers have notified the
Administrative Agent, before 11:00 a.m., Toronto, Ontario Canada time, not less
than one Business Day prior to such maturity date, that such Borrowing is to be
repaid on such maturity date) be deemed to have delivered a Borrowing Request
requesting that such Borrowing be refinanced with a new Borrowing of the same
amount, and such new Borrowing shall be a Canadian Prime Borrowing.

     Section 2.11 FEES.

          (a) US REVOLVING CREDIT COMMITMENTS. The US Borrowers shall jointly
and severally pay to the Administrative Agent for the account of and
distribution to each US Revolving Lender in accordance with its US Revolving
Credit Percentage a commitment fee for the period commencing on the Closing
Date, to and including the Maturity Date (or such earlier date as the US
Revolving Credit Commitments shall have been terminated entirely) computed at a
rate per annum equal to the Applicable Rate on the average daily excess amount
of the US Revolving Credit Commitments over the US Revolving Credit Exposure.
The commitment fees on the US Revolving Credit Commitments earned from and after
the Closing Date shall be payable in arrears on each Quarterly Date, commencing
on September 30, 2005.

          (b) CANADIAN REVOLVING CREDIT COMMITMENTS. The Canadian Borrowers
shall jointly and severally pay to the Canadian Administrative Agent for the
account of and distribution to each Canadian Lender in accordance with its
Canadian Revolving Credit Percentage a commitment fee for the period commencing
on the Closing Date, to and including the Maturity Date (or such earlier date as
the Canadian Revolving Credit Commitments shall have been terminated entirely)
computed at a rate per annum equal to the Applicable Rate on the average daily
excess amount of the Canadian Revolving Credit Commitments over the Canadian
Revolving Credit Exposure. The commitment fees on the Canadian Revolving Credit
Commitments earned from and after the Closing Date shall be payable in arrears
on each Quarterly Date, commencing on September 30, 2005.

          (c) US LETTERS OF CREDIT.

               (1) As consideration for acting as the Issuing Bank with respect
     to any US Letter of Credit, the US Borrowers will jointly and severally pay
     to the applicable Issuing Bank a fee computed at a rate per annum equal to
     0.25% on the daily average amount available for drawing on the applicable
     Letter of Credit, payable in arrears on the first Business Day of each
     calendar month. The US Borrowers shall jointly and severally pay to the
     applicable Issuing Bank, with respect to any issuance, amendment, transfer,
     or cancellation prior to expiration of any US Letter of Credit and for each
     drawing made thereunder, documentary and processing charges in accordance
     with such Issuing Bank's standard schedule for such charges in effect at
     the time of, and payable at the time of, such issuance, amendment,
     transfer, cancellation or drawing, as the case may be. All fees payable
     pursuant to this Section 2.11(c)(1) shall be retained by the applicable
     Issuing Bank.


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<PAGE>

               (2) The US Borrowers will jointly and severally pay to the
     Administrative Agent for the account of and pro rata distribution to each
     US Revolving Lender a fee on the daily average amount available for
     drawings under each US Letter of Credit, in each case for the period from
     and including the date of issuance of such US Letter of Credit to and
     excluding the date of expiration or termination thereof computed at a per
     annum rate for each day equal to the Applicable Rate for US Revolving
     Credit Loans that are Eurodollar Loans in effect on such day. Such fees
     shall be payable in arrears on the first Business Day of each calendar
     month.

          (d) CANADIAN LETTERS OF CREDIT.

               (1) As consideration for acting as the Issuing Bank with respect
     to any Canadian Letter of Credit, the Canadian Borrowers will pay to the
     applicable Issuing Bank a fee computed at a rate per annum equal to 0.25%
     on the daily average amount available for drawing on the applicable Letter
     of Credit, payable in arrears on the first Business Day of each calendar
     month. The Canadian Borrowers shall jointly and severally pay to the
     applicable Issuing Bank, with respect to any issuance, amendment, transfer,
     or cancellation prior to expiration of any Canadian Letter of Credit and
     for each drawing made thereunder, documentary and processing charges in
     accordance with such Issuing Bank's standard schedule for such charges in
     effect at the time of, and payable at the time of, such issuance,
     amendment, transfer, cancellation or drawing, as the case may be. All fees
     payable pursuant to this Section 2.11(d)(1) shall be retained by the
     applicable Issuing Bank.

               (2) The Canadian Borrowers will jointly and severally pay to the
     Canadian Administrative Agent for the account of and pro rata distribution
     to each Canadian Lender a fee on the daily average amount available for
     drawings under each Canadian Letter of Credit, in each case for the period
     from and including the date of issuance of such Canadian Letter of Credit
     to and excluding the date of expiration or termination thereof computed at
     a per annum rate for each day equal to the Applicable Rate for Canadian
     Revolving Credit Loans that are Eurodollar Loans in effect on such day.
     Such fees shall be payable in arrears on the first Business Day of each
     calendar month.

          (e) FEE LETTERS. The US Borrowers shall jointly and severally pay to
JPMorgan, the Administrative Agent and/or certain of their Affiliates such fees
as are set forth in the Fee Letter, as the same has been or may be hereafter
amended or supplemented, on the dates and in the manner specified therein.

     Section 2.12 PAYMENTS, ETC.

          (a) WITHOUT SETOFF, ETC. Except as otherwise specifically provided
herein, all payments under this Agreement shall be made to the Administrative
Agent (if such payment is made on or in respect of US Loans or US Commitments)
or to the Canadian Administrative Agent (if such payment is made on or in
respect of Canadian Loans or Canadian Commitments) for the account of the
appropriate Lenders without defense, set-off or counterclaim not later than
11:00 a.m. New York, New York time on the date when due and shall be made in
Dollars (unless such payment is a payment of principal or interest on C$
Denominated Loans or Reimbursement Obligations with respect to Canadian Letters
of Credit denominated in C$, in which case such payments shall be in C$) in
immediately available funds at the Payment Office of the appropriate Agent. The
Administrative Agent or the Canadian Administrative Agent will promptly
thereafter distribute funds in the form received relating to the payment of
principal or interest or commitment fees ratably to the appropriate Lenders for
the account of their respective Lending Offices, and funds in the form received
relating to the payment of any other amount payable to any Lender to such Lender
for the account of its applicable Lending Office.


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          (b) NON-BUSINESS DAYS. Whenever any payment to be made hereunder shall
be stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest thereon shall be payable at the applicable rate
during such extension.

          (c) COMPUTATIONS. All computations of interest shall be made on the
basis of a year of 360 days (unless such calculation would result in a usurious
rate, in which case interest shall be calculated on the basis of a year of 365
or 366 days, as the case may be) for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest or fees are payable. Each determination by the Administrative Agent or
the Canadian Administrative Agent of an interest rate or fee hereunder shall,
except for manifest error, be final, conclusive and binding for all purposes,
provided, that such determination shall be made in good faith in a manner
generally consistent with the Administrative Agent's or the Canadian
Administrative Agent's standard practice. If the Administrative Agent or the
Canadian Administrative Agent and the Borrowers determine that manifest error
exists, said parties shall correct such error by way of an adjustment to the
next payment due hereunder. For the purposes of the Interest Act (Canada) and
disclosure thereunder, whenever any interest or any fee to be paid hereunder or
in connection herewith is to be calculated on the basis of any period of time
that is less than a calendar year, the yearly rate of interest to which the rate
used in such calculation is equivalent is the rate so used multiplied by the
actual number of days in the calendar year in which the same is to be
ascertained and divided by 360. The rates of interest under this Agreement are
nominal rates, and not effective rates or yields. The principle of deemed
reinvestment of interest does not apply to any interest calculation under this
Agreement.

     Section 2.13 INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the
Administrative Agent shall have determined (which determination shall be
reasonably exercised and shall, absent manifest error, be final, conclusive and
binding upon all parties) that on any date for determining the LIBO Rate for any
Interest Period, by reason of any changes arising after the date of this
Agreement affecting the London interbank eurodollar market, or any Lender's
position in such market, adequate and fair means do not exist for ascertaining
the applicable interest rate on the basis provided for in the definition of LIBO
Rate, then, and in any such event, the Administrative Agent shall forthwith give
notice (by telephone confirmed in writing) to the Borrowers and to the Lenders
of such determination. Until the Administrative Agent notifies the Borrowers
that the circumstances giving rise to the suspension described herein no longer
exist, the obligations of the Lenders to make Eurodollar Loans shall be
immediately suspended; any Borrowing of Eurodollar Loans that is requested (by
continuation, conversion or otherwise) shall instead be made as a Borrowing of
ABR Loans, and any outstanding Eurodollar Loan shall be converted, on the last
day of the then current Interest Period applicable thereto, to a ABR Loan.

     Section 2.14 ILLEGALITY.

          (a) DETERMINATIONS OF ILLEGALITY OF EURODOLLAR LOAN. In the event that
any Lender shall have determined (which determination shall be reasonably
exercised and shall, absent manifest error, be final, conclusive and binding
upon all parties) at any time that the making or continuance of any Eurodollar
Loan has become unlawful as a result of compliance by such Lender in good faith
with any applicable law, governmental rule, regulation, guideline or order
(whether or not having the force of law and whether or not failure to comply
therewith would be unlawful), then, in any such event, the Lender shall give
prompt notice (by telephone confirmed in writing) to the Borrowers and to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to the other Lenders).


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          (b) EURODOLLAR LOANS SUSPENDED. Upon the giving of the notice to the
Borrowers referred to in Section 2.14(a) above, (1) the Borrowers' right to
request (by continuation, conversion or otherwise) and such Lender's obligation
to make Eurodollar Loans shall be immediately suspended, and thereafter, any
requested Borrowing of Eurodollar Loans shall, as to such Lender only, be deemed
to be a request for a ABR Loan, and (2) if the affected Eurodollar Loan or Loans
are then outstanding, the Borrowers shall immediately, or if permitted by
applicable law, no later than the date permitted thereby, upon at least one
Business Day's written notice to the Administrative Agent and the affected
Lender, convert each such Eurodollar Loan into a ABR Loan, provided, that if
more than one Lender is affected at any time, then all affected Lenders must be
treated the same pursuant to this subsection.

          (c) DETERMINATIONS OF ILLEGALITY OF DOLLAR DENOMINATED LOANS. In the
event that any Canadian Lender shall have determined (which determination shall
be reasonably exercised and shall, absent manifest error, be final, conclusive
and binding upon all parties) at any time that the making or continuance of any
Dollar Denominated Loan has become unlawful as a result of compliance by such
Canadian Lender in good faith with any applicable law, governmental rule,
regulation, guideline or order (whether or not having the force of law and
whether or not failure to comply therewith would be unlawful), then, in any such
event, the Canadian Lender shall give prompt notice (by telephone confirmed in
writing) to the Canadian Borrowers and to the Canadian Administrative Agent of
such determination (which notice the Canadian Administrative Agent shall
promptly transmit to the other Canadian Lenders).

          (d) DOLLAR DENOMINATED LOAN SUSPENDED. Upon the giving of the notice
to the Canadian Borrowers referred to in Section 2.14(c) above, (1) the Canadian
Borrowers' right to request (by continuation, conversion or otherwise) and such
Canadian Lender's obligation to make Dollar Denominated Loans shall be
immediately suspended, and thereafter, any requested Borrowing of Dollar
Denominated Loans shall, as to such Canadian Lender only, be deemed to be a
request for a Canadian Revolving Credit Loan, and (2) if the affected Dollar
Denominated Loan or Loans are then outstanding, the Canadian Borrowers shall
immediately, or if permitted by applicable law, no later than the date permitted
thereby, upon at least one Business Day's written notice to the Canadian
Administrative Agent and the affected Canadian Lender, convert each such Dollar
Denominated Loan which is a Eurodollar Loan into a B/A Loan and convert each
such Dollar Denominated Loan which is a ABR Loan into a Canadian Prime Rate
Loan, provided, that if more than one Lender is affected at any time, then all
affected Lenders must be treated the same pursuant to this subsection.

     Section 2.15 INCREASED COSTS.

          (a) EURODOLLAR REGULATIONS, ETC. If, by reason of (x) the introduction
of or any change after the date hereof (including, but not limited to, any
change by way of imposition or increase of reserve requirements) in or in the
interpretation of any law or regulation, or (y) the compliance with any
guideline or request issued after the date hereof by any central bank or other
governmental authority or quasi-governmental authority exercising control over
banks or financial institutions generally (whether or not having the force of
law):

               (1) any Lender (or its applicable Lending Office) shall be
     subject to any tax, duty or other charge with respect to its Eurodollar
     Loans or its obligation to make Eurodollar Loans, or shall change the basis
     of taxation of payments to any Lender of the principal of or interest on
     its Eurodollar Loans or its obligation to make Eurodollar Loans (except for
     changes in the rate of tax on the overall net income or gross receipts of
     such Lender or its applicable Lending Office imposed by the jurisdiction in
     which such Lender's principal executive office or applicable Lending Office
     is located); or


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               (2) any reserve (including, but not limited to, any imposed by
     the Board of Governors of the Federal Reserve System, but excluding any
     such reserve requirement that is reflected in the Adjusted LIBO Rate),
     special deposit or similar requirement against assets of, deposits with or
     for the account of, or credit extended by, any Lender or its applicable
     Lending Office shall be imposed or deemed applicable or any other condition
     affecting its Eurodollar Loans or its obligations to make Eurodollar Loans
     shall be imposed on any Lender or its applicable Lending Office or the
     interbank Eurodollar Loan market or the secondary certificate of deposit
     market;

and as a result thereof there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining Eurodollar Loans (except
to the extent already included in the determination of the applicable Adjusted
LIBO Rate) or there shall be a reduction in the amount received or receivable by
such Lender or its applicable Lending Office, then the applicable Borrowers
shall from time to time, upon written notice from and demand by such Lender
(with a copy of such notice and demand to the Administrative Agent), pay to such
Lender on demand additional amounts determined by such Lender in a reasonable
manner to be sufficient to indemnify such Lender against such increased cost;
provided, that, the Borrowers shall not be required to compensate any Lender
pursuant to this Section 2.15(a) for any amounts incurred more than six months
prior to the date that such Lender notifies such Borrowers of such Lender's
intention to claim compensation therefor; and provided further that (A) if the
circumstances giving rise to such claim have a retroactive effect, then such
six-month period shall be extended to include the period of such retroactive
effect, and (B) the limitation set forth in this proviso shall not apply to
amounts already included in the determination of the applicable Adjusted LIBO
Rate. A certificate as to the amount of such increased cost and the calculation
thereof, submitted to the Borrowers and the Administrative Agent by such Lender,
shall, except for manifest error, be final, conclusive and binding for all
purposes.

          (b) COSTS. If any Lender shall advise the Administrative Agent or the
Canadian Administrative Agent that at any time, because of the circumstances
described in clauses (x) or (y) in Section 2.15(a) or any other circumstances
affecting such Lender or the London interbank market or such Lender's position
in such market, the Adjusted LIBO Rate, as determined in good faith by the
Administrative Agent or the Canadian Administrative Agent, will not adequately
and fairly reflect the cost to such Lender of funding its Eurodollar Loans,
then, and in any such event:

               (1) the Administrative Agent or the Canadian Administrative Agent
     shall forthwith give notice (by telephone confirmed in writing) to the
     Borrowers and to the Lenders of such advice;

               (2) the Borrowers' right to request a Borrowing of Eurodollar
     Loans from such Lender and such Lender's obligation to make Eurodollar
     Loans shall be immediately suspended, any such Borrowing of Eurodollar
     Loans that is requested (by continuation, conversion or otherwise) shall,
     as to such Lender only, be deemed to be a request for a ABR Loan, and any
     such outstanding Eurodollar Loan from such Lender shall be converted, on
     the last day of the then current Interest Period applicable thereto, to a
     ABR Loan.

          (c) CAPITAL ADEQUACY. If by reason of (1) the introduction of or any
change after the date hereof (including, but not limited to, any change by way
of imposition or increase of reserve requirements) in or in the interpretation
of any law or regulation, or (2) the compliance with any guideline or request
issued by any central bank or other governmental authority or quasi-governmental
authority exercising control over banks or financial institutions generally
(whether or not having the force of law), affects or would affect the amount of
capital required to be maintained by any Lender or any corporation controlling
such Lender, and the amount of such capital is increased by or based upon the
existence of


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such Lender's Loans or such Lender's Commitment hereunder and other commitments
to lend or of the Letters of Credit (or similar contingent obligations), then,
upon written request therefor by such Lender (with a copy of such request to the
Administrative Agent), the applicable Borrowers shall pay to such Lender, from
time to time as specified by such Lender, additional amounts sufficient to
compensate such Lender for the increased cost of such additional capital in
light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Lender's Loans or such Lender's commitment to lend hereunder or to the issuance
or maintenance of the Letters of Credit and such Lender is generally charging
such costs to other similarly situated borrowers under similar credit
facilities; provided, that, the Borrowers shall not be required to compensate
any Lender pursuant to this Section 2.15(c) for any amounts incurred more than
six months prior to the date that such Lender notifies such Borrowers of such
Lender's intention to claim compensation therefor; and provided, further, that,
if the circumstances giving rise to such claim have a retroactive effect, then
such six-month period shall be extended to include the period of such
retroactive effect. A certificate as to such amounts and the calculation
thereof, submitted to the Borrowers and the Administrative Agent by such Lender,
shall be conclusive and binding for all purposes, absent manifest error.

          (d) ISSUING BANK. The rights and benefits of the Lenders under this
Section 2.15 shall also apply to any Issuing Bank in its capacity as such.

     Section 2.16 CHANGE OF LENDING OFFICE. Each Lender agrees that it will use
reasonable efforts to designate an alternate Lending Office with respect to any
of its Eurodollar Loans affected by the matters or circumstances described in
Section 2.13, Section 2.14 or Section 2.15 to reduce the liability of the
Borrowers or avoid the results provided thereunder, so long as such designation
is not disadvantageous to such Lender as determined by such Lender in its sole
discretion; provided, that, such Lender shall have no obligation to so designate
an alternate Lending Office located in the United States.

     Section 2.17 FUNDING LOSSES. Each of the Borrowers shall compensate each
Lender, upon its written request (which request shall set forth the basis for
requesting such amounts and shall, absent manifest error, be final, conclusive
and binding upon all of the parties hereto), for all losses, expenses and
liabilities (including, but not limited to, any interest paid by such Lender to
lenders of funds borrowed by it to make or carry its Eurodollar Loans or B/A
Loans to such Borrowers to the extent not recovered by the Lender in connection
with the re-employment of such funds) ("LOSSES"), which the Lender may sustain:
(a) if for any reason (other than a default by such Lender) a Borrowing of
Eurodollar Loans or B/A Loans does not occur on the date specified therefor in a
Borrowing Request (whether or not withdrawn), including, but not limited to a
failure by the applicable Borrowers to fulfill on the date of any Borrowing of
Eurodollar Loans or B/A Loans the conditions set forth in Article 3, or to
convert, continue any Eurodollar Loan or B/A Loan hereunder after irrevocable
notice of such conversion or continuation has been given pursuant to Section
2.10; (b) if any payment, prepayment or conversion of any of its Eurodollar
Loans or B/A Loans required or permitted by any other provision of this
Agreement or otherwise, or any assignment of a Eurodollar Loan or B/A Loan
pursuant to Section 2.21, in each case is made or deemed made on a date which is
not the last day of the Interest Period or Contract Period applicable thereto;
or (c) if, for any reason, either of the Borrowers defaults in their obligation
to repay its Eurodollar Loans or B/A Loans or roll over or interest accrued
thereon as and when due and payable (at the due date thereof, whether at
scheduled maturity, by acceleration, irrevocable notice of prepayment or
otherwise). Notwithstanding the foregoing, the Canadian Borrowers shall not be
required to compensate any US Lender in respect of losses arising with respect
to US Loans.

     Section 2.18 SHARING OF PAYMENTS, ETC.

          (a) If any US Revolving Lender shall obtain any payment or reduction
(including, but not limited to, any amounts received as adequate protection of a
deposit treated as cash collateral


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under the Bankruptcy Code) of any obligations of the US Borrowers hereunder
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) in excess of its ratable share of payments or reductions on
account of such obligations obtained by all the US Revolving Lenders, such US
Revolving Lender shall forthwith (1) notify each of the other US Revolving
Lenders and the Administrative Agent of such receipt, and (2) purchase from the
other US Revolving Lenders such participations in the affected obligations as
shall be necessary to cause such purchasing US Revolving Lender to share the
excess payment or reduction, net of costs incurred in connection therewith,
ratably with each of them, provided, that, if all or any portion of such excess
payment or reduction is thereafter recovered from such purchasing US Revolving
Lender or additional costs are incurred, the purchase shall be rescinded and the
purchase price restored to the extent of such recovery or such additional costs,
but without interest. The US Borrowers agree that any US Revolving Lender so
purchasing a participation from another US Revolving Lender pursuant to this
Section 2.18 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such US Revolving Lender were the direct creditor
of the US Borrowers in the amount of such participation.

          (b) If any Canadian Lender shall obtain any payment or reduction of
any obligation of the Canadian Borrowers hereunder (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its ratable share of payments or reductions on account of such
obligations obtained by all the Canadian Lenders, such Canadian Lender shall
forthwith (1) notify each of the other Canadian Lenders and the Canadian
Administrative Agent of such receipt, and (2) purchase from the other Canadian
Lenders such Participations in the affected obligations as shall be necessary to
cause such purchasing Canadian Lender to share the excess payment or reduction,
net of costs incurred in connection therewith, ratably with each of them,
provided, that, if all or any portion of such excess payment or reduction is
thereafter recovered from such purchasing Canadian Lender or additional costs
are incurred, the purchase shall be rescinded and the purchase price restored to
the extent of such recovery or such additional costs, but without interest. The
Canadian Borrowers agree that any Canadian Lender so purchasing a participation
from another Canadian Lender pursuant to this Section 2.18 may, to the fullest
extent permitted by law, exercise all its rights of payment (including the right
of set-off) with respect to such participation as fully as if such Canadian
Lender were the direct creditor of the Canadian Borrowers in the amount of such
participation.

     Section 2.19 TAXES.

          (a) PAYMENTS FREE AND CLEAR. Any and all payments by or on account of
any obligation of any of the Borrowers hereunder shall be made free and clear of
and without deduction for any Indemnified Taxes or Other Taxes; provided, that,
if any of the Borrowers shall be required to deduct any Indemnified Taxes or
Other Taxes from such payments, then (1) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.19) the
Administrative Agent, the Canadian Administrative Agent, the Lenders or the
Issuing Banks (as the case may be) receive an amount equal to the sum they would
have received had no such deductions been made, (2) the applicable Borrowers
shall make such deductions, and (3) such Borrowers shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

          (b) OTHER TAXES. In addition, the applicable Borrowers shall pay any
Other Taxes to the relevant Governmental Authority in accordance with applicable
law.

          (c) INDEMNIFICATION. Each of the Borrowers shall indemnify the
Administrative Agent, the Canadian Administrative Agent, each Lender and each
Issuing Bank, upon written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent,


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the Canadian Administrative Agent, such Lender or such Issuing Bank, as the case
may be, on or with respect to any payment by or on account of any obligation of
such Borrowers hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section 2.19) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
applicable Borrowers by a Lender or an Issuing Bank, or by the Administrative
Agent or the Canadian Administrative Agent, as applicable, on its own behalf or
on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest
error. Notwithstanding the foregoing, the Canadian Borrowers shall not be
required to indemnify any US Lender in respect of any Indemnified Taxes or Other
Taxes arising with respect to US Loans.

          (d) RECEIPTS. As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any of the Borrowers to a Governmental Authority, such
Borrowers shall deliver to the Administrative Agent or the Canadian
Administrative Agent, as applicable, the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

          (e) SURVIVAL. Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.19
shall survive the payment in full of principal and interest hereunder.

          (f) LENDER REPRESENTATIONS AND AGREEMENTS. Any Foreign Lender that is
entitled to an exemption from or reduction of withholding tax under the law of
the jurisdiction in which any Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall
deliver to the US Borrowers (with a copy to the Administrative Agent), at the
time or times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by the US
Borrowers as will permit such payments to be made without withholding or at a
reduced rate.

          (g) REFUNDS. If any Borrower pays any additional amount under this
Section 2.19 to a Lender and such Lender determines in its sole discretion that
it has actually received or realized in connection therewith any refund or any
reduction of, or credit against, its Tax liabilities in or with respect to the
taxable year in which the additional amount is paid (a "TAX BENEFIT"), such
Lender shall pay to such Borrower an amount that the Lender shall, in its sole
discretion, determine is equal to the net benefit, after tax, which was obtained
by the Lender in such year as a consequence of such Tax Benefit; provided,
however, that, (i) any Lender may determine, in its sole discretion consistent
with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes
that are imposed on a Lender as a result of a disallowance or reduction
(including through the expiration of any tax credit carryover or carryback of
such Lender that otherwise would not have expired) of any Tax Benefit with
respect to which such Lender has made a payment to such Borrower pursuant to
this Section 2.19 shall be treated as a tax for which such Borrower is obligated
to indemnify such Lender pursuant to this Section 2.19 without any exclusions or
defenses; and (iii) nothing in this Section 2.19(g) shall require the Lender to
disclose any confidential information to any Borrower (including, without
limitation, its tax returns).

          (h) LIMITATION ON GROSS UP FOR CERTAIN CANADIAN PARTIES. Canadian
Borrowers shall not be obligated to make any payment to or for the account of
any Canadian Lender or Canadian Administrative Agent pursuant to this Section
2.19 to the extent such Canadian Administrative Agent or Canadian Lender (or its
applicable Lending Office) is a non-resident of Canada for purposes of the
Income Tax Act (Canada) unless such Canadian Administrative Agent or Canadian
Lender (or Lending


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Office) ceases to be a resident of Canada for purposes of the Income Tax Act
(Canada) as a result of a change of law occurring after the date such Person
became the Canadian Administrative Agent or Canadian Lender (or after the date
of designation of such Lending Office).

     Section 2.20 PRO RATA TREATMENT. Subject to Section 2.4(b) each Borrowing
of US Revolving Credit Loans shall be made, each payment on account of any
commitment fee in respect of the US Revolving Credit Commitments hereunder shall
be allocated by the Administrative Agent, and any reduction of the US Revolving
Credit Commitments of the US Revolving Lenders shall be allocated by the
Administrative Agent, pro rata according to the relevant US Revolving Credit
Percentages of the US Revolving Lenders. Subject to Section 2.4(b), each payment
(including each prepayment) on account of principal of and interest on any US
Revolving Credit Loans shall be allocated by the Administrative Agent pro rata
according to the respective outstanding principal amounts of such US Revolving
Credit Loans then held by the US Revolving Lenders. Subject to Section 2.4(b),
each Borrowing of Canadian Revolving Credit Loans shall be made, each payment on
account of any commitment fee in respect of the Canadian Revolving Credit
Commitments hereunder shall be allocated by the Canadian Administrative Agent,
and any reduction of the Canadian Revolving Credit Commitments of the Canadian
Lenders shall be allocated by the Canadian Administrative Agent, pro rata
according to the relevant Canadian Revolving Credit Percentages of the Canadian
Lenders. Subject to Section 2.4(b), each payment (including each prepayment) on
account of principal of and interest on any Canadian Revolving Credit Loans
shall be allocated by the Canadian Administrative Agent pro rata according to
the respective outstanding principal amounts of such Canadian Revolving Credit
Loans then held by the Canadian Lenders.

     Section 2.21 REPLACEMENT OF LENDERS. If any Lender does not make a
Eurodollar Loan pursuant to Section 2.14, seeks indemnification for increased
costs pursuant to Section 2.15, fails to designate an alternate Lending Office
pursuant to Section 2.16, or is owed or reasonably anticipates being owed
additional amounts pursuant to Section 2.19, the Borrowers shall have the right,
if no Default then exists, to replace such Lender with another bank or financial
institution with the consent of the Administrative Agent and the Canadian
Administrative Agent, which consent shall not be unreasonably withheld,
provided, that (a) the obligations of the Borrowers owing hereunder or under any
other Financing Document to the Lender being replaced (including such increased
costs) that are not being assigned to the replacement lender shall be paid in
full to the Lender being replaced concurrently with such replacement lender, (b)
the replacement lender shall execute an Assignment and Assumption pursuant to
which it shall become a party hereto as provided in Section 10.7, and (c) upon
compliance with the provisions for assignment provided in Section 10.7 and the
payment of amounts referred to in clause (a), the replacement lender shall
constitute a "Lender" hereunder and the Lender being so replaced shall no longer
constitute a "Lender" hereunder.

     Section 2.22 ADVANCES OF REVOLVING CREDIT LOANS TO SATISFY LENDER
INDEBTEDNESS. Each of the Borrowers and each Lender hereby agree with the
Administrative Agent, the Canadian Administrative Agent and each other Lender
that, on each date on which any payment of interest, fees, principal or other
amounts are due and owing hereunder or under any of the other Financing
Documents, the Administrative Agent or the Canadian Administrative Agent may, in
its sole discretion, but without any obligation to do so and subject to all
other terms of this Agreement (other than any request for delivery of a
Borrowing Request hereunder) cause a Borrowing of (a) US Swingline Loans to the
extent of the remaining US Swingline Availability, and thereafter such
Borrowings shall be US Revolving Credit Loans which shall be ABR Loans, or (b)
Dollar Denominated Canadian Revolving Credit Loans which shall be ABR Loans,
each to be made on such date in an amount sufficient to satisfy in full all such
payments of interest, fees or other amounts which are then due hereunder and,
subject to Section 2.7(i) with respect to the Canadian Lenders, the
Administrative Agent or the Canadian Administrative Agent shall disburse the
proceeds of such Borrowing to each other Agent and Lender to satisfy all such


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obligations and liabilities which are then due and the Administrative Agent or
the Canadian Administrative Agent shall give the Borrowers prompt notice of any
such Advances. Notwithstanding the foregoing, neither the Administrative Agent
nor the Canadian Administrative Agent shall be permitted to cause a Borrowing of
Canadian Revolving Credit Loans to satisfy any Lender Indebtedness which is not
Canadian Lender Indebtedness.

     Section 2.23 JOINT AND SEVERAL LIABILITY OF US BORROWERS; RIGHTS OF
CONTRIBUTION AMONG US BORROWERS.

          (a) Each US Borrower states and acknowledges that: (1) pursuant to
this Agreement, the US Borrowers desire to utilize their borrowing potential on
a consolidated basis to the same extent possible if they were merged into a
single corporate entity; (2) each US Borrower has determined that it will
benefit specifically and materially from the advances of credit contemplated by
this Agreement; (3) it is both a condition precedent to the obligations of the
Administrative Agent, the Canadian Administrative Agent and Lenders hereunder
and a desire of each US Borrower that each US Borrower execute and deliver to
Lender this Agreement; and (4) each US Borrower has requested and bargained for
the structure and terms of and security for the advances contemplated by this
Agreement.

          (b) Each US Borrower hereby irrevocably and unconditionally: (i)
agrees that it is jointly and severally liable to the Administrative Agent and
the Lenders for the full and prompt payment and performance of the obligations
of each Borrower under this Agreement and each other Financing Document that may
specify that a particular Borrower is responsible for a given payment or
performance; (ii) agrees to fully and promptly perform all of its obligations
hereunder with respect to each advance of credit hereunder as if such advance
had been made directly to it; and (iii) agrees as a primary obligation to
indemnify the Administrative Agent, the Canadian Administrative Agent and each
Lender, on demand for and against any loss incurred by the Administrative Agent,
the Canadian Administrative or any Lender as a result of any of the obligations
of any Borrower (the "SUBJECT BORROWER") being or becoming void, voidable,
unenforceable or ineffective for any reason whatsoever, whether or not known to
the subject Borrower or any Person, the amount of such loss being the amount
which the Administrative Agent, the Canadian Administrative Agent or the Lenders
(or any of them) would otherwise have been entitled to recover from the
Borrower.

          (c) It is the intent of each US Borrower that the indebtedness,
obligations and liabilities hereunder and under the other Financing Documents of
no one of them be subject to challenge on any basis related to any federal or
state law dealing with fraudulent conveyances or any other law related to
transfers for less than fair or reasonably equivalent value. Accordingly, as of
the date hereof, the liability of each US Borrower under this Section 2.23
together with all of its other liabilities to all persons as of the date hereof
and as of any other date on which a transfer is deemed to occur by virtue of
this Agreement, calculated in amount sufficient to pay its probable net
liabilities on its existing indebtedness as the same become absolute and matured
("DATED LIABILITIES") is and is to be, less than the amount of the aggregate of
a fair valuation of its property as of such corresponding date ("DATED ASSETS").
To this end, each US Borrower under this Section 2.23 (i) grants to and
recognizes in each other US Borrower ratably, rights of subrogation and
contribution in the amount, if any, by which the Dated Assets of such US
Borrower, but for the aggregate rights of subrogation and contribution in its
favor recognized herein, would exceed the Dated Liabilities of such US Borrower
and (ii) acknowledges receipt of and recognizes its right to subrogation and
contribution ratably from the other US Borrowers in the amount, if any, by which
the Dated Liabilities of such US Borrower, but for the aggregate of subrogation
and contribution in its favor recognized herein, would exceed the Dated Assets
of such US Borrower under this Section 2.23. In recognizing the value of the
Dated Assets and the Dated Liabilities, it is understood that each US Borrower
will recognize, to at least the same extent of their aggregate recognition of
liabilities hereunder, their rights to subrogation and contribution hereunder.
It is a material


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<PAGE>

objective of this Section 2.23 that each US Borrower recognizes rights to
subrogation and contribution rather than be deemed to be insolvent (or in
contemplation thereof) by reason of an arbitrary interpretation of its joint and
several obligations hereunder.

          (d) Each US Borrower agrees and acknowledges that the present
structure of the credit facilities detailed in this Agreement is based in part
upon the financial and other information presently known to the Administrative
Agent, the Canadian Administrative Agent and the Lenders regarding each
Borrower, the corporate structure of the Borrowers, and the present financial
condition of each Borrower. Upon or after the occurrence of an Event of Default
under Section 8.1 or Section 8.2 and so long as it is continuing, each US
Borrower hereby agrees that the Required Lenders shall have the right, in their
sole credit judgment, to require that any or all of the following changes be
made to these credit facilities: (1) further restrict loans and advances between
the Borrowers, (2) establish separate lockbox and Blocked Accounts for each US
Borrower, (3) separate the US Swingline Loans and US Revolving Credit Loans into
separate revolving credit loans to each of the US Borrowers as shall be
determined by the Required Lenders, and (4) establish such other procedures as
shall be reasonably deemed by the Required Lenders to be useful in tracking
where Loans are made under this Agreement and the source of payments received by
the Lenders on such Loans.

     Section 2.24 PARTICIPATIONS IN US SWINGLINE LOANS. The US Swingline Lender
may by written notice given to the Administrative Agent not later than 10:00
a.m. (New York, New York time), on any Business Day require the US Revolving
Lenders to acquire participations within one (1) Business Day in all or a
portion of the US Swingline Loans outstanding. Such notice to the Administrative
Agent shall specify the aggregate amount of US Swingline Loans in which the US
Revolving Lenders will participate. Promptly upon receipt of such notice, the
Administrative Agent will give notice thereof to each US Revolving Lender,
specifying in such notice such Lender's US Revolving Credit Percentage of such
US Swingline Loan or Loans. Each US Revolving Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above in this
paragraph, to pay to the Administrative Agent, for account of the US Swingline
Lender, such US Revolving Lender's US Revolving Credit Percentage of such US
Swingline Loan or Loans. Each US Revolving Lender acknowledges and agrees that
its obligation to acquire participations in US Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or Event of Default or reduction or termination of the Aggregate US Revolving
Credit Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each US Revolving Lender shall
comply with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.4(a) with respect
to Loans made by such US Revolving Lender (and Section 2.4(a) shall apply,
mutatis mutandis, to the payment obligations of the US Revolving Lenders), and
the Administrative Agent shall promptly pay to the US Swingline Lender the
amounts so received by it from the US Revolving Lenders. The Administrative
Agent shall notify the US Borrowers of any participations in any US Swingline
Loan acquired pursuant to this paragraph, and thereafter payments in respect of
such US Swingline Loan shall be made to the Administrative Agent and not to the
US Swingline Lender. Any amounts received by the US Swingline Lender from the US
Borrower (or other party on behalf of the US Borrower) in respect of a US
Swingline Loan after receipt by the US Swingline Lender of the proceeds of a
sale of participations therein shall be promptly remitted to the Administrative
Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the US Lenders that shall have made
their payments pursuant to this paragraph and to the US Swingline Lender, as
their interests may appear. The purchase of participations in a US Swingline
Loan pursuant to this paragraph shall not relieve the US Borrowers of any
default in the payment thereof.

     Section 2.25 INCREASE OF COMMITMENTS.


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          (a) If no Default, Event of Default or Material Adverse Effect shall
have occurred and be continuing, the Borrowers may at any time prior to the
Maturity Date request an increase of the US Revolving Credit Commitments or
Canadian Revolving Credit Commitments by notice to the Administrative Agent and
the Canadian Administrative Agent in writing of the amount of such proposed
increase (such notice, a "COMMITMENT INCREASE NOTICE"); provided, however, that,
(1) neither the US Revolving Credit Commitment nor the Canadian Revolving Credit
Commitment of any Lender may be increased without such Lender's consent, and (2)
the aggregate amount of the Revolving Credit Commitments as so increased shall
not exceed $450,000,000. Any such Commitment Increase Notice delivered with
respect to any proposed increase in the US Revolving Credit Commitments must
offer each US Revolving Lender an opportunity to subscribe for its Applicable
Percentage of the increased US Revolving Credit Commitments. Any such Commitment
Increase Notice delivered with respect to any proposed increase in the Canadian
Revolving Credit Commitments must offer each Canadian Lender an opportunity to
subscribe for its Applicable Percentage of the increased Canadian Revolving
Credit Commitments. The Administrative Agent or the Canadian Administrative
Agent, as applicable, shall, within five (5) Business Days after receipt of a
Commitment Increase Notice, notify each Lender of such request. Each Lender
desiring to increase its US Revolving Credit Commitment or Canadian Revolving
Credit Commitment (as applicable) shall notify the applicable Agent in writing
no later than ten (10) Business Days after receipt of notice from such Agent.
Any Lender that does not notify the applicable Agent within the time period
specified above that it will increase its US Revolving Credit Commitment or
Canadian Revolving Credit Commitment will be deemed to have rejected such offer.
Any agreement by a Lender to increase its US Revolving Credit Commitment or
Canadian Revolving Credit Commitment shall be irrevocable.

          (b) If any proposed increase in the US Revolving Credit Commitments or
Canadian Revolving Credit Commitments is not fully subscribed by the existing
Lenders pursuant to the procedure outlined in clause (a) preceding, the
Borrowers may, in their sole discretion, but with the consent of the
Administrative Agent or the Canadian Administrative Agent, as applicable, as to
any Person that is not at such time a Lender (which consent shall not be
unreasonably withheld or delayed), offer to any existing Lender or to one or
more additional banks or financial institutions the opportunity to participate
in all or a portion of such unsubscribed portion of the increased US Revolving
Credit Commitments or Canadian Revolving Credit Commitments, by notifying the
Administrative Agent or the Canadian Administrative Agent, as applicable;
provided, that the US Revolving Credit Commitment or Canadian Revolving Credit
Commitment of any new Lender shall not be less than $25,000,000 and shall be in
an integral multiple of $5,000,000. Promptly and in any event within five (5)
Business Days after receipt of notice from the Borrowers of their desire to
offer such unsubscribed commitments to certain existing Lenders or to the
additional banks or financial institutions identified therein, the
Administrative Agent or the Canadian Administrative Agent, as applicable shall
notify such proposed lenders of the opportunity to participate in all or a
portion of such unsubscribed portion of the increased US Revolving Credit
Commitments or Canadian Revolving Credit Commitments.

          (c) Any existing Lender that accepts Borrowers' offer to increase its
US Revolving Credit Commitment or Canadian Revolving Credit Commitment shall
execute a Commitment Increase Agreement with the applicable Borrowers and Agent,
whereupon such Lender shall be bound by, and entitled to the benefits of, this
Agreement with respect the full amount of its US Revolving Credit Commitment or
Canadian Revolving Credit Commitment, as applicable, as so increased.

          (d) Any additional bank or financial institution which is not an
existing Lender and which accepts Borrowers' offer to participate in the
increased US Revolving Credit Commitments or Canadian Revolving Credit
Commitments shall execute and deliver to the applicable Agent and Borrower a New
Lender Agreement setting forth its US Revolving Credit Commitment or Canadian
Revolving Credit Commitment (subject to the limitations on the amounts thereof
set forth herein), and upon the


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<PAGE>

effectiveness of such New Lender Agreement such bank or financial institution (a
"NEW LENDER") shall become a US Revolving Lender or Canadian Revolving Lender,
as applicable, for all purposes and to the same extent as if originally a party
hereto and shall be bound by and entitled to the benefits of this Agreement, and
the signature pages hereof shall be deemed to be amended to add the name of such
New Lender.

          (e) Upon any increase in the US Revolving Credit Commitments or
Canadian Revolving Credit Commitments pursuant to this Section 2.25, Annex I
shall be deemed amended to reflect the US Revolving Credit Commitment or
Canadian Revolving Credit Commitment of each Lender (including any New Lender)
as thereby increased.

                                    ARTICLE 3
                            CONDITIONS TO BORROWINGS

     Section 3.1 ACKNOWLEDGMENT OF CLOSING DELIVERIES. The Administrative Agent
and the Borrowers hereby acknowledge and agree that, except for the conditions
set forth below still required to be satisfied and delivered pursuant to the
terms and conditions set forth in that certain Post Closing Agreement dated as
of May 27, 2005, among the Borrowers (other than RCM and RCH), the Agents,
JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., Toronto Branch (as such
agreement has been amended prior to the date hereof), the following conditions
have been satisfied on or prior to the Closing Date:

          (a) RESOLUTIONS AND INCUMBENCY CERTIFICATES.

               (1) certified copies of the resolutions of the Board of Directors
     (or comparable authority) of each Obligated Party approving, as
     appropriate, the Loans, this Agreement, the other Financing Documents, and
     all other documents, if any, in connection with this Agreement to which
     such Obligated Party is a party and evidencing corporate (or other
     organizational) authorization with respect to such documents; and

               (2) a certificate of the Secretary or an Assistant Secretary of
     each Obligated Party certifying (a) the name, title and true signature of
     each officer of such Person authorized to execute this Agreement,
     Applications and the other Financing Documents to which such Obligated
     Party is a party, (b) the name, title and true signature of each officer of
     such Person authorized to provide the certifications required pursuant to
     this Agreement including, but not limited to, certifications required
     pursuant to Section 6.10, Borrowing Requests, and Borrowing Base Reports,
     and (c) that attached thereto is a true and complete copy of (i) the
     certificate or articles of incorporation, certificate or articles of
     organization, certificate of limited partnership, or comparable charter
     documents, certified by the appropriate Governmental Authority of the
     jurisdiction of incorporation or organization of such Obligated Party, (ii)
     the bylaws, regulations, partnership agreement, or comparable charter
     documents of such Obligated Party, each as amended to date, (iii) recent
     good standing certificates and certificates of existence for such Obligated
     Party, and (iv) certificates of foreign qualification for such Obligated
     Party in such jurisdictions as the Administrative Agent shall require.

               (3) certain letter agreements certifying to the names and
     signatures of officers of the Borrowers authorized to issue Borrowing
     Requests, issue Borrowing Base Reports, initiate wire transfers and take
     other actions with respect to the credit facilities contemplated hereby.


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<PAGE>

          (b) OPINIONS OF COUNSEL. Opinions of counsel to the US Borrower in
each state in which Mortgaged Real Property is located, addressed to the
Administrative Agent, the Issuing Banks and the Lenders favorably opining to the
enforceability of such US Real Estate Mortgage and covering such other matters
as the Administrative Agent, the Issuing Banks or the Lenders may reasonably
request.

          (c) THE SECURITY INSTRUMENTS; PERFECTION OF LIENS IN THE COLLATERAL.

               (1) the Guaranty and Security Agreement duly executed by each US
     Borrower;

               (2) the Canadian Security Agreement duly executed by each
     Canadian Borrower;

               (3) duly executed Real Estate Mortgages with respect to all
     Mortgaged Real Property duly executed and delivered by the Borrower owning
     such Mortgaged Real Property;

               (4) a Landlord's Consent and Subordination Agreement duly
     executed by each landlord with respect to all Mortgaged Real Property in
     which a Borrower holds a leasehold interest;

               (5) a Landlord's Waiver duly executed by each landlord with
     respect to all Real Property leased by a Borrower which is not Mortgaged
     Real Property (except to the extent no Eligible Equipment or Eligible
     Inventory is located at such Real Property or a Rent Reserve has been
     established with respect to such Real Property);

               (6) to the extent required pursuant to Section 7.20, a Deposit
     Account Control Agreements (as defined in the Guaranty of Security
     Agreement) with respect to each deposit account maintained by a US Borrower
     duly executed by such US Borrower and by the depository bank at which such
     accounts are maintained;

               (7) to the extent required pursuant to Section 7.20, a Securities
     Account Control Agreement (as defined in the Guaranty and Security
     Agreement) with respect to each securities account maintained by a US
     Borrower duly executed by such US Borrower and the brokerage firm at which
     such accounts are maintained;

               (8) the Canadian Blocked Account Agreement duly executed by each
     Canadian Borrower, Canadian Lockbox Bank and Canadian Administrative Agent
     establishing the Canadian Lockbox;

               (9) original stock certificates evidencing all Equity owned by
     each Borrower to the extent such Equity is evidenced by a certificate, in
     each case accompanied by duly executed corresponding stock powers;

               (10) all Property in which the Administrative Agent or the
     Canadian Administrative Agent shall, at such time, be entitled to have a
     Lien pursuant to this Agreement or any other Financing Document shall have
     been physically delivered to the possession of the Administrative Agent or
     the Canadian Administrative Agent to the extent that such possession is
     necessary for the purpose of perfecting the Administrative Agent's or the
     Canadian Administrative Agent's Lien in such Collateral;


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<PAGE>

               (11) Bailee Letters with respect to each location at which a
     Borrower holds inventory as of the Closing Date which location is not owned
     or leased by such Borrower;

               (12) UCC 1 Financing Statements naming each US Borrower as Debtor
     and the Administrative Agent as Secured Party describing the Collateral,
     each of which shall have been duly filed in each jurisdiction as the
     Administrative Agent shall require; and

               (13) such other documents, instruments and agreements and other
     actions as the Administrative Agent shall require in its sole discretion to
     fully create, evidence, register and perfect the Administrative Agent's
     Liens in the Collateral securing the Lender Indebtedness.

          (d) INSURANCE. Copies of all insurance binders, together with a
certificate of insurance coverage evidencing that the Credit Parties are
carrying insurance in accordance with Section 6.5 hereof.

          (e) LIEN SEARCHES. Lien searches reflecting no prior Liens on the
Collateral other than Liens set forth on Schedule 7.3.

          (f) SURVEYS. Surveys in form and substance acceptable to the
Administrative Agent with respect to all Mortgaged Real Property.

          (g) TITLE COMMITMENT. A Commitment for a Mortgagee's Policy of Title
Insurance ("TITLE COMMITMENTS"), in form and substance satisfactory to the
Administrative Agent with respect to all Mortgaged Real Property, together with
evidence satisfactory to the Administrative Agent or the Canadian Administrative
Agent, as applicable, that the Mortgagees's Policies of Title Insurance to be
issued pursuant to such Title Commitments will be issued pursuant to each such
Title Commitment and all premiums therefore have been paid.

     Section 3.2 CLOSING. The amendment and restatement of the Existing Credit
Agreement on the terms set forth herein, and the obligation of each Lender to
make Loans (including, without limitation, the True-Up Loans) and each Issuing
Bank to issue Letters of Credit contingent on such amendment and restatement
hereunder, is subject to (x) receipt by the Administrative Agent of the
following items which are to be delivered, in form and substance satisfactory to
each Lender, with a copy (except for this Agreement) for each Lender and (y) the
satisfaction of the following conditions prior to or substantially
simultaneously with such amendment and restatement and the making of the initial
Loans (including, without limitation, the True-Up Loans) and the issuance of the
initial Letters of Credit contingent upon such amendment and restatement
hereunder as evidenced by the execution and delivery of the Certificate of
Effectiveness:

          (a) NOTES. To the extent requested by a Lender pursuant to Section
2.7(l) duly completed and executed promissory notes to evidence the Loans made
by such Lender, dated as of the Closing Date, and payable to the order of such
Lender.

          (b) OPINIONS OF COUNSEL.

               (1) An opinion of Gallop, Johnson & Neuman, L.C., counsel to each
     Obligated Party, dated as of the Closing Date and addressed to the
     Administrative Agent, the Issuing Banks and the Lenders and covering such
     matters as the Administrative Agent, the Issuing Banks or the Lenders may
     reasonably request.


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<PAGE>

               (2) An opinion of Bennett Jones LLP, Alberta counsel to the
     Canadian Borrowers, dated as of the Closing Date and addressed to the
     Administrative Agent, the Canadian Administrative Agent, the Issuing Banks
     and the Lenders and covering such matters as the Administrative Agent, the
     Canadian Administrative Agent, the Issuing Banks or the Lenders may
     reasonably request; and

               (3) An opinion of Stewart McKelvey Stirling Scales, Nova Scotia
     counsel to the Canadian Borrowers, dated as of the Closing Date and
     addressed to the Administrative Agent, the Canadian Administrative Agent,
     the Issuing Banks and the Lenders and covering such matters as the
     Administrative Agent, the Canadian Administrative Agent, the Issuing Banks
     or the Lenders may reasonably request.

          (c) CERTIFICATE OF RESPONSIBLE OFFICER. Certificate of a Responsible
Officer of Borrowers acceptable to the Lenders dated as of the Closing Date
certifying that (1) each Credit Party is Solvent, (2) no Default or Event of
Default exists or will exist after giving effect to the Closing Transactions,
(3) each representation and warranty contained herein and in the other Financing
Documents is true and correct both before and after giving effect to the Closing
Transactions, and (4) each condition precedent contained in this Section 3.2 and
Section 3.3 has been satisfied (subject only to the funding and application of
the initial Borrowing to be made hereunder).

          (d) BORROWING BASE REPORT. A Borrowing Base Report prepared as of June
30, 2005 setting forth the US Borrowing Base and the Canadian Borrowing Base to
be in effect under this Agreement on the Closing Date, and reflecting that the
Collateral Availability shall not be less than $100,000,000. It is understood
that this condition contemplates that all existing Indebtedness of the Credit
Parties not permitted to remain outstanding under Section 7.2 has been prepaid
and Indebtedness and other obligations are current, and that all accounts
payable are being handled in the normal course of the Borrowers' business
consistent with its past practices.

          (e) FINANCIAL STATEMENTS AND PROJECTIONS. The financial condition of
the Credit Parties reflected in the Financial Statements and the other financial
information and Projections of the Credit Parties shall not have changed as of
the Closing Date in such a way as to cause or result in a Material Adverse
Effect.

          (f) CASH MANAGEMENT ARRANGEMENTS. The Administrative Agent shall be
satisfied in its sole discretion with all aspects of each Borrower's cash
management arrangements.

          (g) FEES AND EXPENSES. Payment and/or reimbursement of (1) the
Administrative Agent's and the Canadian Administrative Agent's counsel's fees
and expenses rendered through the Closing Date, to the extent invoiced, and (2)
any fees or expenses required to be paid pursuant to the Fee Letter.

          (h) REPRESENTATIONS AND WARRANTIES. Each representation and warranty
of each Obligated Party contained herein and in each of the other Financing
Documents shall be true and correct.

          (i) OTHER DOCUMENTATION. The Administrative Agent shall have received
such other documents as the Administrative Agent (or any Lender acting through
the Administrative Agent) may reasonably request, all in form and substance
reasonably satisfactory to the Administrative Agent and the Canadian
Administrative Agent.

     Section 3.3 CONDITIONS PRECEDENT TO ALL LOANS AND LETTERS OF CREDIT. The
obligation of each Lender to make each Loan hereunder (including the initial
Loan) and the obligation of each Issuing


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<PAGE>

Bank to issue each Letter of Credit (including the initial Letter of Credit) is
subject to fulfillment of the following conditions immediately prior to or
contemporaneously with each such Loan or issuance:

          (a) REPRESENTATIONS AND WARRANTIES. All representations and warranties
contained herein and in the other Financing Documents executed and delivered on
or after the Closing Date shall be true and correct in all material respects
with the same effect as though such representations and warranties had been made
on and as of the date of such Loan (unless such representation and warranty is
expressly limited to an earlier date).

          (b) NO DEFAULT. There shall not exist a Default or Event of Default
hereunder.

          (c) MAXIMUM AVAILABLE AMOUNT. The Aggregate US Revolving Credit
Exposure and the Aggregate Canadian Revolving Credit Exposure, after giving
effect to such proposed Loan or Letter of Credit shall not exceed the US Maximum
Available Amount and Canadian Maximum Available Amount, respectively, then in
effect.

          (d) BORROWING REQUESTS. Except in the case of any Borrowing pursuant
to Section 2.2(c) or Section 2.2(d), the applicable Borrowers shall have
provided Advance Notice of the requested Borrowing by completion, execution and
delivery of a Borrowing Request.

                                   ARTICLE 4
                                    SECURITY

     Section 4.1 SECURITY GRANTED BY US CREDIT PARTIES. The Lender Indebtedness
shall be secured by perfected, first priority Liens in and encumbering all
assets of each US Credit Party, whether now owned or hereafter acquired and
wherever located; provided, that, only 65% of the Voting Stock of any Person
that is organized under the laws of a jurisdiction other than the United States
of America, a State thereof or the District of Columbia, shall be pledged to
secure the US Lender Indebtedness. In furtherance of the foregoing, the US
Borrowers have executed the Security Instruments set forth in Section 3.1(c) and
shall thereafter execute and deliver (and to cause each other US Credit Party
and any other appropriate Person to execute and deliver) to the Administrative
Agent for the benefit of US Lenders, promptly upon request by the Administrative
Agent, such Security Instruments and other documents, instruments, agreements
and certificates, as the Administrative Agent shall deem necessary or
appropriate in its sole discretion to create, evidence and perfect the Liens
contemplated by this Section 4.1.

     Section 4.2 SECURITY GRANTED BY CANADIAN CREDIT PARTIES. The Canadian
Lender Indebtedness shall be secured by perfected, first priority Liens in and
encumbering all assets of each Canadian Credit Party, whether now owned or
hereafter acquired and wherever located. In furtherance of the foregoing, the
Canadian Borrowers have executed the Security Instruments set forth in Section
3.1(c) and shall thereafter execute and deliver (and to cause each other
Canadian Credit Party and any other appropriate Person to execute and deliver)
to the Canadian Administrative Agent for the benefit of the Canadian Lenders,
promptly upon request by the Canadian Administrative Agent, such Security
Instruments and other documents, instruments, agreements and certificates, as
Canadian Administrative Agent shall deem necessary or appropriate in its sole
discretion to create, evidence and perfect the Liens contemplated by this
Section 4.2.

     Section 4.3 ESTABLISHMENT OF US LOCKBOX. The Borrowers have entered into
the Lockbox Agreement with the Administrative Agent pursuant to which each US
Borrower has established a US Lockbox to be operated by the Administrative
Agent. Each Person which hereafter becomes a US Borrower shall enter into such
Lockbox Agreement. At all times from and after the Closing Date, each


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US Borrower shall direct all account debtors with respect to such US Borrower's
accounts and all other Persons obligated to make payments of any type to such US
Borrower in respect of the Collateral to direct such payments to the US Lockbox.
All invoices issued by any US Borrower after the Closing Date shall contain a
notation requiring the accounts evidenced by such invoice to be paid to the US
Lockbox. The Administrative Agent shall have sole and exclusive access to the US
Lockbox. All monies, checks and other drafts received in the US Lockbox shall be
endorsed in accordance with the Lockbox Agreement and deposited by the
Administrative Agent each Business Day in the US Blocked Account.

     Section 4.4 ESTABLISHMENT OF CANADIAN LOCKBOX. The Canadian Borrowers have
entered into the Canadian Blocked Account Agreement with Canadian Lockbox Bank
and the Canadian Administrative Agent pursuant to which each Canadian Borrower
has established a Canadian Lockbox to be operated by the Canadian Lockbox Bank.
Each Person which hereafter becomes a Canadian Borrower shall enter into such
Canadian Blocked Account Agreement. At all times from and after the Closing
Date, each Canadian Borrower shall direct all account debtors with respect to
such Canadian Credit Party's accounts and all other Persons obligated to make
payments of any type to any Canadian Credit Party to direct such payments to the
Canadian Lockbox. All invoices issued by any Canadian Credit Party shall contain
a notation requiring the Accounts evidenced by such invoice to be paid to the
Canadian Lockbox. Canadian Lockbox Bank, shall have sole and exclusive access to
the Canadian Lockbox. All monies, checks and other drafts received in the
Canadian Lockbox shall be endorsed in accordance with the Lockbox Agreement and
deposited by Canadian Lockbox Bank each Business Day in a Canadian Lockbox
Account.

     Section 4.5 ESTABLISHMENT OF US BLOCKED ACCOUNT. The US Borrowers
acknowledge and agree that so long as this Agreement is in effect or any Lender
Indebtedness shall be outstanding, all funds received by any US Credit Party
from any source shall be deposited in the US Blocked Account not later than one
Business Day following the date of receipt. Such deposit shall be made in the
exact form received subject only to any necessary endorsements. The US Borrowers
hereby acknowledge and agree (a) that, from and after delivery of the Activation
Notice (US), none of them nor the other Credit Parties shall have any power of
withdrawal over the funds in the US Blocked Account, (b) that each US Borrower
has granted a Lien on and pledged to Administrative Agent as additional
collateral security for the US Lender Indebtedness, in the US Blocked Account
and all funds on deposit therein and "control" has been established with respect
to such US Blocked Account as defined in Section 9.104 of the UCC, (c) no US
Borrower may unilaterally terminate the US Blocked Account, and (d) at any time
after delivery of an Activation Notice (US), the US Blocked Account and all
funds on deposit therein shall be subject to the absolute dominion and control
of the Administrative Agent. Each of US Borrowers and the Administrative Agent
agree that the US Blocked Account is a "deposit account" within the meaning of
9-102(a)(29) of the UCC and that for purposes of Section 9-304 of this UCC, the
State of New York shall be the jurisdiction of the Administrative Agent.

     Section 4.6 ESTABLISHMENT OF CANADIAN BLOCKED ACCOUNT. The Canadian
Borrowers acknowledge and agree that so long as this Agreement is in effect or
any Canadian Lender Indebtedness shall be outstanding, all funds received by any
Canadian Credit Party from any source (including without limitation items of
payment and other amounts deposited in the Canadian Lockbox) shall be deposited
in the Canadian Lockbox Account not later than one Business Day following the
date of receipt. The Canadian Borrowers hereby acknowledge and agree (a) that,
from and after delivery of the Activation Notice (Canadian), none of them nor
the other Credit Parties shall have any power of withdrawal over the funds in
the Canadian Lockbox Account, and all such funds shall be remitted within one
Business Day thereafter to the Canadian Blocked Account, (b) that each Canadian
Borrower has granted a Lien on and pledged to the Canadian Administrative Agent
as additional collateral security for the Canadian Lender Indebtedness, the
Canadian Lockbox Account and the Canadian Blocked Account and all funds on
deposit therein, (c) no Canadian Credit Party may unilaterally terminate the
Canadian Lockbox Account


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or Canadian Blocked Account, and (d) at any time after delivery of an Activation
Notice (Canadian), the Canadian Lockbox Account and the Canadian Blocked Account
and all funds on deposit therein shall be subject to the absolute dominion and
control of the Canadian Administrative Agent.

     Section 4.7 APPLICATION OF PROCEEDS OF US BLOCKED ACCOUNT. All funds
received by the Administrative Agent in the US Blocked Account shall be applied
to the Lender Indebtedness in the manner set forth in Section 2.9(c) herein.

     Section 4.8 APPLICATION OF PROCEEDS OF CANADIAN BLOCKED ACCOUNT. All funds
received by Canadian Administrative Agent from the Canadian Blocked Account or
otherwise from the Canadian Administrative Agent shall be applied to the
Canadian Lender Indebtedness in the manner set forth in Section 2.9(d) herein.

                                   ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES

     In order to induce the Agents and the Lenders to enter into this Agreement,
each Borrower hereby represents and warrants to each Agent and each Lender that
each statement set forth in this Article 5 is true and correct on the date
hereof and will be true and correct on the date each Borrowing and each Letter
of Credit is requested hereunder and on the date each Borrowing is disbursed and
each Letter of Credit is issued hereunder; provided, that, each Canadian
Borrower is only making such representations and warranties in regard to itself
and each other Canadian Borrower and only to the Canadian Administrative Agent
and the Canadian Lenders; provided, that, the breach of any representations and
warranties which pertain to the US Borrowers in any material respect (even
though not made by the Canadian Borrowers) will give rise to an Event of Default
and will result in the Canadian Administrative Agent, the Administrative Agent
and the Canadian Lenders having the right to exercise all rights and remedies
applicable upon an Event of Default, including, without limitation, rights and
remedies with respect to the Canadian Borrowers and their assets. Each such
representation and warranty shall survive the execution and delivery of this
Agreement and any Borrowing or issuance of any Letter of Credit hereunder and
shall not be qualified or limited by any investigation undertaken by any Agent
or any Lender or any actual or constructive knowledge any Agent or any Lender
may have or be charged with indicating that any such representation or warranty
is inaccurate or incomplete in any respect.

     Section 5.1 ORGANIZATIONAL EXISTENCE. Each Credit Party is duly organized,
legally existing and in good standing under the laws of the jurisdictions in
which it is organized and is duly qualified to transact business and in good
standing in all jurisdictions wherein the Property owned or the business
transacted by it makes such qualification necessary, except where the failure to
be so qualified could not reasonably be expected to have a Material Adverse
Effect.

     Section 5.2 ORGANIZATIONAL POWER AND AUTHORIZATION. Each Obligated Party is
duly authorized and empowered to execute, deliver and perform the Financing
Documents, including this Agreement, to which it is a party; and all corporate,
partnership, limited liability company, unlimited liability company, general
partnership, limited partnership, limited corporation or other action on any
Obligated Party's part requisite for the due execution, delivery and performance
of the Financing Documents, including this Agreement, to which the Obligated
Parties (or any of them) are parties has been duly and effectively taken.

     Section 5.3 BINDING OBLIGATIONS. This Agreement does and other Financing
Documents to which any Obligated Party is a party will, when issued and
delivered under this Agreement, constitute legal, valid and binding obligations
of each Obligated Party that is a party thereto, and will be enforceable in
accordance with their respective terms (except that enforcement may be subject
to any applicable


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bankruptcy, insolvency or similar laws generally affecting the enforcement of
creditors' rights and subject to the availability of equitable remedies).

     Section 5.4 NO LEGAL BAR OR RESULTANT LIEN. The execution, delivery and
performance of the other Financing Documents, including this Agreement, to which
the Obligated Parties (or any of them) are parties do not and will not violate
or create a default under any provisions of the articles or certificate of
incorporation, bylaws, partnership agreement or other organizational documents
of any Obligated Party, or any contract, agreement, instrument or Governmental
Requirement to which any Obligated Party is subject which violation or default
could have a Material Adverse Effect, or result in the creation or imposition of
any Lien upon any Properties of any Obligated Party.

     Section 5.5 NO CONSENT. Each Obligated Party's execution, delivery and
performance of the Financing Documents, including this Agreement, to which such
Obligated Party (or any of them) is a party, do not, and the consummation of the
Target Acquisition did not, require notice to or filing or registration with, or
the authorization, consent or approval of or other action by any other Person,
including, but not limited to, any Governmental Authority, except those obtained
or made or where the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

     Section 5.6 FINANCIAL INFORMATION.

          (a) FINANCIAL STATEMENTS. The Financial Statements were prepared in
accordance with GAAP (subject, in the case of Financial Statements as of March
31, 2005, to the absence of footnotes and subject to year end audit adjustments
which will not be material individually or in the aggregate) and fairly present
the consolidated and consolidating (in the case of the Financial Statements as
of March 31, 2005) financial condition and results of operations of the Company
and its consolidated Subsidiaries as of the dates and for the periods reflected
therein.

          (b) CURRENT INFORMATION. The Current Information was prepared in
accordance with GAAP (subject, in the case of interim financial statements, to
the absence of footnotes and subject to year end audit adjustments which will
not be material individually or in the aggregate) and fairly present the
consolidated and consolidating (in the case of interim financial statements)
financial condition and results of operations of the Company and its
consolidated Subsidiaries as of the dates and for the periods reflected therein.

          (c) PRO-FORMA CONSOLIDATING BALANCE SHEETS. The pro forma consolidated
balance sheet of the Company as of March 31, 2005 fairly presents in conformity
with GAAP the consolidated financial condition of the Company as of such date
adjusted to give effect to the Target Acquisition and the incurrence of all
Indebtedness to be incurred to finance the Target Acquisition.

          (d) TARGET FINANCIAL STATEMENTS. The Target Financial Statements
fairly present the consolidated financial condition and results of operations of
Target as of the date and for the periods reflected therein.

          (e) PROJECTIONS. The Projections set forth the Company's reasonable
best estimate as of the date hereof of the Company's consolidated financial
condition and results of operations as of the dates and for the periods covered
thereby. The Projections were prepared in good faith in accordance with sound
financial planning practices on the basis of the assumptions stated therein,
which assumptions were believed by the Company to be reasonable at the time made
and which the Company continues to believe are reasonable on the date hereof.


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          (f) NO MATERIAL ADVERSE EFFECT. Since December 31, 2004, there has
been no event, condition or occurrence that has had or could reasonably be
expected to have a Material Adverse Effect.

     Section 5.7 LITIGATION. There is no action, suit, claim, grievance or
proceeding, or any governmental investigation or any arbitration proceeding, in
each case pending (including any unsatisfied settlement, judgment decree or
order) or, to the knowledge of any Borrower, threatened against any Credit Party
or any Property of any Credit Party before any court or arbitrator or any
Governmental Authority, or pursuant to any collective bargaining agreement,
which (a) challenges the validity of this Agreement, any Application, any
Security Instrument or any of the other Financing Documents or (b) could
reasonably be expected to have a Material Adverse Effect.

     Section 5.8 USE OF PROCEEDS. The Borrowers will use the proceeds of the
Loans only for the following purposes: (a) refinancing the Indebtedness
outstanding under the Existing Credit Agreement, (b) financing working capital
needs of the Borrowers, (c) financing the Target Acquisition, and (d) other
general corporate purposes of the Borrowers. The Letters of Credit will be used
only for the purposes provided in Section 2.3. No Credit Party is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose, whether immediate, incidental or ultimate, of buying or
carrying Margin Stock (within the meaning of Regulation U or X) and no part of
the proceeds of any Loan hereunder will be used to buy or carry any Margin Stock
in violation of Regulation U or X. No Credit Party nor any Person acting on
behalf of any Credit Party has taken or will take any action which could
reasonably be expected to cause any of the Financing Documents, including this
Agreement, to violate Regulations U or X or any other regulation of the Board,
in each case as now in effect or as the same may hereinafter be in effect.

     Section 5.9 US EMPLOYEE BENEFITS.

          (a) (1) Each US Credit Party and each ERISA Affiliate have complied in
all material respects with all applicable laws regarding each Plan; (A) each
Plan is, and has been, maintained and administered in substantial compliance
with its terms, applicable collective bargaining agreements, and all applicable
laws; and (B) no act, omission or transaction has occurred which could result in
an imposition on any US Credit Party or any ERISA Affiliate (whether directly or
indirectly) of (C) either a civil penalty assessed pursuant to Subsections (c),
(i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of
Subtitle D of the Code or (D) breach of fiduciary duty liability damages under
Section 409 of ERISA which could reasonably be expected to have a Material
Adverse Effect.

          (b) There exists no outstanding liability of any US Credit Party or
any ERISA Affiliate with respect to any Plan that has been terminated. No
material liability to the PBGC (other than for the payment of current premiums
which are not past due) by any US Credit Party or any ERISA Affiliate has been
or is expected by any US Credit Party or any ERISA Affiliate to be incurred with
respect to any Plan. No ERISA Termination Event with respect to any Plan has
occurred or is reasonably expected to occur.

          (c) Full payment when due has been made of all amounts which any US
Credit Party or any ERISA Affiliate is required under the terms of each Plan or
applicable law to have paid as contributions to such Plan (excluding any
nonpayment involving an amount that is not material), and no accumulated funding
deficiency, whether or not waived, resulting from the action or inaction of any
US Credit Party exists with respect to any Plan except for accumulated funding
deficiencies that (1) could not reasonably be expected to cause a Material
Adverse Effect or (2) when combined with all other accumulated funding
deficiencies of all Credit Parties, including, but not limited to accumulated
funding deficiencies of Canadian Credit Parties, do not exceed $15,000,000 in
the aggregate.


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          (d) Except as set forth on Schedule 5.9 hereto, the actuarial present
value of the benefit liabilities (computed on an accumulated benefit obligation
basis in accordance with GAAP) under all Plans in the aggregate that are subject
to Title IV of ERISA does not, as of the end of the most recently ended fiscal
year of such Plans, exceed the current value of the assets of all Plans in the
aggregate that are allocable to such benefit liabilities. The term "actuarial
present value of the benefit liabilities" shall have the meaning specified in
Section 4041 of ERISA.

          (e) Neither any US Credit Party nor any ERISA Affiliate sponsors,
maintains or contributes to, or has at any time sponsored, maintained or
contributed to, any "multiemployer plan" (as defined in Section 3(37) or
4001(a)(3) of ERISA).

          (f) Neither any US Credit Party nor any ERISA Affiliate is required to
provide security to a Plan pursuant to Section 401(a)(29) of the Code.

     Section 5.10 CANADIAN EMPLOYEE BENEFITS.

          (a) Except as could not reasonably be expected to have a Material
Adverse Effect (1) each Canadian Credit Party has complied in all material
respects with all applicable laws regarding each Plan (including, where
applicable, the Employment Pension Plans Act (Alberta) and the Income Tax Act
(Canada)); or (2) each Plan is, and has been, maintained and administered in
substantial compliance with its terms, applicable collective bargaining
agreements, and all applicable laws (including, where applicable, the Employment
Pension Plans Act (Alberta) and the Income Tax Act (Canada)).

          (b) There exists no material outstanding liability of any Canadian
Credit Party with respect to any Plan that has been terminated.

          (c) Full payment when due has been made of all amounts which any
Canadian Credit Party is required under the terms of each Plan or applicable law
to have paid as contributions to such Plan (excluding any nonpayment involving
an amount that is not material), and no accumulated funding deficiency, whether
or not waived, resulting from the action or inaction of any Canadian Credit
Party exists with respect to any Plan except for accumulated funding
deficiencies that (1) could not reasonably be expected to cause a Material
Adverse Effect or (2) when combined with all other accumulated funding
deficiencies of all Credit Parties, including, but not limited to accumulated
funding deficiencies of US Credit Parties, do not exceed $15,000,000 in the
aggregate.

          (d) Each Plan relating to a Canadian Credit Party is fully funded, on
a going concern basis, in accordance with its terms and regulatory requirements
as outlined by the Employment Pension Plans Act (Alberta), administrative
requirements of the Superintendent of Pensions of Alberta and the most recent
actuarial report filed with the Superintendent of Pensions of Alberta in respect
of such Plan, as and to the extent applicable, except to the extent any failure
to do so could not reasonably be expected to have a Material Adverse Effect.

          (e) No Canadian Credit Party sponsors, maintains or contributes to, or
has at any time sponsored, maintained or contributed to any "specified
multi-employer plan" (as defined in the Employment Pension Plans Act (Alberta).

     Section 5.11 TAXES; GOVERNMENTAL CHARGES. Each Credit Party has filed all
tax returns and reports required to be filed and has paid all taxes,
assessments, fees and other governmental charges levied upon any of them or upon
any of their respective Properties or income which are due and payable after all
available extension periods, including interest and penalties or have except to
the extent being


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diligently contested in good faith by appropriate proceedings and with respect
to which such Credit Party has provided adequate reserves for the payment
thereof if required in accordance with GAAP.

     Section 5.12 TITLES, ETC. Each Credit Party has good and indefeasible title
to its respective Properties, and with respect to leased Properties, good and
indefeasible title to the leasehold estate with respect thereto, pursuant to
valid and enforceable leases, free and clear of all Liens except Liens otherwise
permitted or contemplated by this Agreement or the other Financing Documents.

     Section 5.13 DEFAULTS. No Credit Party is in default nor has any event or
circumstance occurred which, but for the passage of time or the giving of
notice, or both, would constitute a default (in any respect that could
individually or in the aggregate, have a Material Adverse Effect) under any loan
or credit agreement, indenture, mortgage, deed of trust, security agreement or
other instrument or agreement evidencing or pertaining to any Indebtedness of
any Credit Party, or under any agreement or instrument to which any Credit Party
is a party or by which any Credit Party is bound. No Default hereunder has
occurred and is continuing.

     Section 5.14 CASUALTIES; TAKING OF PROPERTIES. Neither the business nor the
Properties of any Credit Party has been affected in a manner that has or could
have a Material Adverse Effect as a result of any fire, explosion, earthquake,
flood, drought, windstorm, accident, strike or other labor disturbance, embargo,
requisition or taking of Property or cancellation of contracts, permits or
concessions by any domestic or foreign government or any agency thereof, riot,
activities of armed forces or acts of God or of any public enemy.

     Section 5.15 COMPLIANCE WITH THE LAW. Except as set forth in Schedule 5.15,
no Credit Party:

          (a) is in violation of any Governmental Requirement; or

          (b) has failed to obtain any license, permit, right-of-way, franchise
or other right or governmental authorization necessary to the ownership of any
of their respective Properties or the conduct of their respective business;

which violation or failure could, individually or in the aggregate, have (in the
event that such a violation or failure was asserted by any Person through
appropriate action) a Material Adverse Effect.

     Section 5.16 NO MATERIAL MISSTATEMENTS. No written information, exhibit,
schedule or report prepared by or on behalf of any Borrower and furnished to the
Administrative Agent or the Lenders by or at the direction of any Borrower in
connection with the negotiation of this Agreement contained any material
misstatement of fact or, when such statement is considered with all other
written statements furnished to the Lenders in that connection, omitted to state
a material fact or any fact necessary to make the statement contained therein
not misleading; provided, that, except as provided in Section 5.6(e) no
representation or warranty is made with respect to the Projections.

     Section 5.17 INVESTMENT COMPANY ACT. No Borrower is an "investment company"
or a company "controlled" by an "investment company" that is incorporated in or
organized under the laws of the United States or any "State," as those terms are
defined in the Investment Company Act of 1940, as amended. The execution and
delivery by the Obligated Parties of this Agreement and the other Financing
Documents to which they respectively are parties and their respective
performance of the obligations provided for therein, will not result in a
violation of the Investment Company Act of 1940, as amended.


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     Section 5.18 PUBLIC UTILITY HOLDING COMPANY ACT. No Borrower is a "holding
company," or a "subsidiary company" of a "holding company," or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company," or a
"public utility" within the meaning of the Public Utility Holding Company Act of
1935, as amended.

     Section 5.19 CAPITAL STRUCTURE. Schedule 5.19 hereto accurately reflects,
as of the date hereof (a) the jurisdiction of incorporation or organization of
each Credit Party, (b) each jurisdiction in which each Credit Party is qualified
to transact business as a foreign corporation, foreign partnership or foreign
limited liability company, (c) the authorized, issued and outstanding Equity of
each Credit Party, including the names of (and number of shares or other Equity
interest held by) the record and beneficial owners of such securities (other
than with respect to the Company). Except as set forth in Schedule 5.19 hereto,
there are no outstanding shareholders agreements, voting agreements or other
agreements of any nature which in any way restrict or effect the transfer,
pledge or voting of any of the Equity securities of any Credit Party or subject
any of such securities to any put, call, redemption obligation or similar right
or obligation of any nature.

     Section 5.20 INSURANCE. All policies of fire, liability, workmen's
compensation, casualty, flood, business interruption and other forms of
insurance owned or held by each Credit Party are sufficient for compliance with
all requirements of law and of all agreements to which each Credit Party is a
party; are valid, outstanding and enforceable policies; provide adequate
insurance coverage in at least such amounts and against at least such risks (but
including in any event public liability) as are usually insured against in the
same general area by companies engaged in the same or a similar business for the
assets and operations of the Credit Parties; and will not in any way be affected
by, or terminate or lapse by reason of, the transactions contemplated by this
Agreement. All such policies are in full force and effect, all premiums with
respect thereto have been paid in accordance with their respective terms, and no
notice of cancellation or termination has been received with respect to any such
policy. Except as provided on Schedule 5.20 hereto, no Credit Party maintains
any formalized self-insurance program with respect to its assets or operations
or risks with respect thereto. The certificate of insurance delivered to the
Lenders pursuant to Section 3.1(d) contains an accurate and complete description
of all policies of insurance owned or held by each Credit Party on the Closing
Date.

     Section 5.21 ENVIRONMENTAL MATTERS.

          (a) ENVIRONMENTAL LAWS, ETC. Except as disclosed on Schedule 5.21
hereto, neither any Property of any Credit Party nor the operations conducted
thereon violate any applicable order of any court or Governmental Authority or
Environmental Laws, which violation could reasonably be expected to have a
Material Adverse Effect or which could reasonably be expected to result in
remedial obligations having a Material Adverse Effect assuming disclosure to the
applicable Governmental Authority of all relevant facts, conditions and
circumstances, if any, pertaining to the relevant Property.

          (b) NO LITIGATION. Except as disclosed on Schedule 5.21 hereto, no
Property of any Credit Party nor the operations currently conducted thereon or
by any prior owner or operator of such Property or operation, are subject to any
existing, pending or, to the knowledge of the Company and each Borrower,
threatened action, suit, investigation, inquiry or proceeding by or before any
court or Governmental Authority or to any remedial obligations under
Environmental Laws.

          (c) NOTICES, PERMITS, ETC. Except as disclosed on Schedule 5.21
hereto, all notices, permits, licenses or similar authorizations, if any,
required to be obtained or filed by any Credit Party in connection with the
operation or use of any and all Property of the Credit Parties, including but
not limited to past or present treatment, storage, disposal or release of a
hazardous substance or solid waste into the environment, have been duly obtained
or filed except for those notices, permits, licenses or


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<PAGE>

authorizations the failure of which to obtain could not reasonably be expected
to have a Material Adverse Effect assuming disclosure to the applicable
Governmental Authority of all relevant facts, conditions and circumstances, if
any, pertaining to such operations or use.

          (d) HAZARDOUS SUBSTANCES CARRIERS. Except as disclosed on Schedule
5.21 hereto, all hazardous substances or solid waste generated at any and all
Property of any Credit Party have in the past been transported, treated and
disposed of only by carriers maintaining valid permits under RCRA (or comparable
legislative provisions in Canada for the Canadian Borrowers) and any other
Environmental Law, and only at treatment, storage and disposal facilities
maintaining valid permits under RCRA and any other Environmental Law, which
carriers and facilities have been and are operating in compliance with such
permits.

          (e) HAZARDOUS SUBSTANCES DISPOSAL. Each Credit Party has taken all
reasonable steps necessary to determine and has determined that no hazardous
substances or solid waste has been disposed of or otherwise released and there
has been no threatened release of any hazardous substances on or to any Property
of any Credit Party except in compliance with Environmental Laws.

          (f) NO CONTINGENT LIABILITY. The Credit Parties have no contingent
liability in connection with any release or threatened release of any hazardous
substance or solid waste into the environment other than such contingent
liabilities at any one time and from time to time which could not reasonably be
expected to exceed $1,000,000.

     Section 5.22 SOLVENCY. Each Credit Party is Solvent, both before and after
giving affect to the Closing Transactions and the incurrence of all Lender
Indebtedness to be incurred in connection therewith.

     Section 5.23 EMPLOYEE MATTERS. Except as disclosed on Schedule 5.23, no
Credit Party, nor any of their respective employees, is subject to any
collective bargaining agreement. There are no strikes, slowdowns, work
stoppages, union organizing campaigns or representation petitions, unfair labor
practices or labor disputes pending or, to the best knowledge of the Borrowers,
threatened against any Credit Party, or their respective employees, which could
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect. As of the Closing Date, except as set forth in Schedule
5.23, no employees are subject to an employment contract or other arrangement
obligating a Credit Party to pay an employee an amount in excess of such
employee's regular salary, wages or benefits (whether or not such payment is
based on a contingent event including but not limited to termination of
employment or change of control of a Credit Party).

     Section 5.24 REAL PROPERTY. Schedule 5.24 hereto accurately reflects, as of
the date hereof, all Real Property in which any Credit Party holds any right,
title or interest including any leasehold interest. Schedule 5.24 further
accurately reflects, in respect of each parcel of Real Property described
thereon, the name of the Credit Party which is the owner and holder of record
title thereto, the nature of the interest of the Credit Parties therein (fee,
leasehold or other), and, in the case of any leasehold interest described
therein, the name of the landlord under such lease and a description of such
lease, including all amendments thereto. No Credit Party is in monetary default
or in default of any other material obligation under any such Lease, and, to
each Borrower's knowledge, no landlord under any such lease is in default of any
material obligation of such landlord thereunder. No Credit Party has received
any written notice alleging any default or any written notice of actual or
threatened termination or cancellation of any such lease.

     Section 5.25 PERFECTION CERTIFICATE; SCHEDULES TO OTHER FINANCING
DOCUMENTS. All information in each Perfection Certificate and all information
set forth in all disclosure schedules to each


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of the other Financing Documents is true, correct and complete. Since January 1,
2000, no Borrower has filed a US federal income tax return or any other tax
return with a Governmental Authority under a name different in any respect from
the name of that Borrower listed on the signature pages hereto or the prior
names of that Borrower set forth in the Perfection Certificate.

     Section 5.26 EXISTING INDEBTEDNESS. Schedule 5.26 hereto contains an
accurate and complete list and description of all Existing Indebtedness of the
Credit Parties on the Closing Date prior to giving effect to the repayment of
any such Indebtedness to be repaid on the Closing Date, and including, with
respect to each such item of Existing Indebtedness: (a) the current lender or
holder of such Indebtedness, (b) the principal amount of such Indebtedness on
the Closing Date, (c) a description of the material loan agreements, promissory
notes and other documents evidencing, governing or otherwise pertaining to such
Indebtedness, and (d) a description of all property which stands as security for
such Indebtedness.

     Section 5.27 TARGET PURCHASE DOCUMENTS. The Borrowers have provided to the
Administrative Agent a true and correct copy of the Target Purchase Agreement
and all other material documents, instruments and agreements entered into by and
between or among any Credit Party related to the Target Acquisition, including
all amendments and modifications thereto (whether characterized as an amendment,
modification, waiver, consent or similar document) (collectively, the "TARGET
PURCHASE DOCUMENTS"). No material rights or obligations of any party to any of
the Target Purchase Documents have been waived and no party to any of the Target
Purchase Documents is in default of its obligations or in breach of any
representations or warranties made thereunder. Each of the Target Purchase
Documents is a valid, binding and enforceable obligation of each party thereto
in accordance with its terms and is in full force and effect.

     Section 5.28 REGULATION H. No Real Estate Mortgage encumbers improved Real
Property that is located in an area that has been identified by the Secretary of
Housing and Urban Development as an area having special flood hazards and in
which flood insurance has been made available under the National Flood Insurance
Act of 1968, except for which the Administrative Agent has received evidence of
an acceptable flood hazard insurance policy covering such improvements.

                                   ARTICLE 6
                             AFFIRMATIVE COVENANTS

     So long as any Lender has any Commitment hereunder or any Loan remains
unpaid or any Revolving Credit Exposure remains outstanding, each Borrower will
at all times comply with the following covenants; provided, that,
notwithstanding anything to the contrary set forth in any Section of this
Article 6, no Canadian Borrower will be obligated to cause anyone other than
other Canadian Borrowers to comply with the covenants of this Article 6 or be
obligated in regard to any such covenants to the extent they do not relate to
the Canadian Borrowers or any of them; provided, that the non-performance of
such covenants with respect to the US Borrowers (even though the Canadian
Borrowers are not obligated to ensure compliance with such covenants) will,
subject to Article 8, give rise to Events of Default and will result in the
Canadian Administrative Agent, the Administrative Agent and the Canadian Lenders
having the right to exercise all rights and remedies applicable upon an Event of
Default, including, without limitation, rights and remedies with respect to the
Canadian Borrowers and their assets.

     Section 6.1 MAINTENANCE AND COMPLIANCE, ETC. Each Borrower will and will
cause each other Credit Party to (a) observe and comply with all Governmental
Requirements, except where failure to do so could not reasonably be expected to
have a Material Adverse Effect, and (b) preserve and maintain its corporate
existence. Notwithstanding the foregoing, the Precision Transactions shall be
expressly permitted hereunder.


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<PAGE>

     Section 6.2 PAYMENT OF TAXES AND CLAIMS, ETC. Each Borrower will pay, and
cause each other Credit Party to pay, (a) all material taxes, assessments and
governmental charges imposed upon it or upon its Property, and (b) all material
claims (including, but not limited to, claims for labor, materials, supplies or
services) which could reasonably be expected, if unpaid, to become a Lien upon
its Property, unless, in each case, the validity or amount thereof is being
contested in good faith by appropriate action or proceedings and the Borrowers
have made adequate reserves for the payment thereof if required in accordance
with GAAP.

     Section 6.3 FURTHER ASSURANCES. Each Borrower will and will cause each
other Obligated Party to cure promptly any defects in the execution and delivery
of the Financing Documents, including this Agreement. Each Borrower at its
expense will, as promptly as practical, execute and deliver to the
Administrative Agent or the applicable Issuing Bank upon request all such other
and further documents, agreements and instruments (or cause any of the other
Obligated Parties to take such action) in compliance with or performance of the
covenants and agreements of the Borrowers in the Financing Documents, including
this Agreement, or to further evidence and more fully describe the Collateral,
or to correct any omissions in the Financing Documents, or more fully to state
the security obligations set out herein or in any of the Financing Documents, or
to perfect, protect or preserve any Liens created pursuant to any of the
Financing Documents, or to make any recordings, to file any notices, or obtain
any consents, all as may be necessary or appropriate in connection therewith.

     Section 6.4 PERFORMANCE OF OBLIGATIONS. Each Borrower will pay or cause to
be paid, the Lender Indebtedness with respect to which it is a maker or
guarantor according to the reading, tenor and effect thereof; and each Borrower
will do and perform every act and discharge all of the obligations provided to
be performed and discharged by it under the Financing Documents, including this
Agreement, at the time or times and in the manner specified, and cause each
other Obligated Party to take such action with respect to their obligations to
be performed and discharged under the Financing Documents to which they
respectively are parties.

     Section 6.5 INSURANCE. Each Borrower will and will cause each of the other
Credit Parties to maintain or cause to be maintained, with financially sound and
reputable insurers, insurance with respect to their respective Properties and
business against such liabilities, casualties, risks and contingencies and in
such types (including business interruption insurance, marine insurance insuring
all Included-In-Transit Inventory, and flood insurance) and amounts as the
Administrative Agent shall require and as shall be required in accordance with
any Governmental Requirement. Each Borrower will obtain endorsements to the
policies naming the Administrative Agent or the Canadian Administrative Agent,
as applicable, as a loss payee and as an additional insured, as applicable, and
containing provisions that such policies will not be canceled without 30 days
prior written notice having been given by the insurance company to the
Administrative Agent or the Canadian Administrative Agent, as applicable.

     Section 6.6 ACCOUNTS AND RECORDS. Each Borrower will keep and will cause
each of the other Credit Parties to keep proper books of record and account in
accordance with GAAP.

     Section 6.7 RIGHT OF INSPECTION. Each Borrower will permit and will cause
each of the other Credit Parties to permit any officer, employee or agent of the
Administrative Agent or any Lender to visit and inspect any of the Properties of
the Credit Parties, examine any Credit Party's books of record and accounts,
take copies and extracts therefrom, and discuss the affairs, finances and
accounts of the Credit Parties with any Credit Party's executive officers,
accountants and auditors, as often and all at such reasonable times during
normal business hours and upon reasonable advance notice all as may be
reasonably requested by the Administrative Agent or the Required Lenders;
provided, that, such inspection rights shall not be limited or conditioned by
reasonable prior notice or reasonable times during


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the existence of a Default or Event of Default. Without limiting the foregoing,
the Borrowers agree to hold a meeting with all Lenders at least once a year to
discuss the business and affairs of the Borrowers.

     Section 6.8 OPERATION AND MAINTENANCE OF PROPERTY. Each Borrower will, and
will cause each other Credit Party to, operate its Properties or cause its
Properties to be operated and maintained (a) in accordance with prudent industry
practice in all material respects and in compliance in all material respects
with the terms and provisions of all applicable leases, contracts and agreements
and (b) in compliance with all applicable laws of the jurisdiction in which such
Properties may be situated, and all applicable laws, rules and regulations of
every other Governmental Authority from time to time constituted to regulate the
ownership and operation of such Properties, except where the noncompliance
therewith could not reasonably be expected to cause or result in a Material
Adverse Effect.

     Section 6.9 NEW SUBSIDIARIES; ADDITIONAL LIENS.

          (a) If at any time after the Closing Date, any Borrower creates or
acquires (subject to Section 7.7 and Section 7.17) any one or more Subsidiaries
which is not a Foreign Subsidiary (a "NEW SUBSIDIARY") each Borrower shall cause
such New Subsidiary to execute and deliver, at the time of such New Subsidiary's
creation or acquisition, to (1) the Administrative Agent a Borrower Joinder
Agreement (a "BORROWER JOINDER AGREEMENT") in the form of Exhibit L, attached
hereto pursuant to which such Subsidiary becomes a party to this Agreement and a
US Borrower or a Canadian Borrower hereunder as applicable, (2) the
Administrative Agent, if such New Subsidiary is a US Credit Party, for the
benefit of the Administrative Agent, the Lenders and the Issuing Banks, (i) an
Addendum to the Guaranty and Security Agreement in the manner contemplated by
Section 8.14 of the Guaranty and Security Agreement, and (ii) other appropriate
Security Instruments covering such New Subsidiary's Property as security for the
Lender Indebtedness, in form and substance acceptable to the Administrative
Agent, and (3) the Canadian Administrative Agent, if such New Subsidiary is a
Canadian Credit Party, for the benefit of the Canadian Administrative Agent, the
Lenders and the Issuing Banks, (i) an Addendum to the Canadian Security
Agreement in the manner contemplated by Section 7.13 of the Canadian Security
Agreement, and (ii) other appropriate Security Instruments covering such New
Subsidiary's Property as security for the Canadian Lender Indebtedness, in form
and substance acceptable to the Canadian Administrative Agent.

          (b) In connection with the execution and delivery of any Borrower
Joinder Agreement, Addendum or Security Instrument pursuant to this Section 6.9,
the Borrowers shall, or shall cause the relevant New Subsidiary to, deliver to
the Administrative Agent or the Canadian Administrative Agent, as applicable,
for the benefit of the Lenders, resolutions, member or partner consents,
certificates, legal opinions and such other related documents as shall be
reasonably requested by the Administrative Agent and the Canadian Administrative
Agent and consistent with the relevant forms and types thereof delivered on the
Closing Date or as shall be otherwise reasonably acceptable to the Required
Lenders. Each Security Instrument delivered pursuant to this Section 6.9 shall
be deemed to be a Security Instrument from and after the date of execution
thereof.

     Section 6.10 REPORTING COVENANTS. So long as any Lender has any Commitment
hereunder or any Loan remains unpaid or any Revolving Credit Exposure remains
outstanding, the Company and the Borrowers will furnish the following to each of
the Lenders:

          (a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in any event
within 90 days after the end of each Fiscal Year, consolidating and consolidated
balance sheets of the Company and its Subsidiaries as at the end of such year
and the related consolidating and consolidated statements of income, retained
earnings and cash flows of the Company and its Subsidiaries for such Fiscal
Year, setting forth in each case in comparative form the figures for the
previous Fiscal Year, all in reasonable


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detail and accompanied by the unqualified report thereon of independent public
accountants of recognized national standing, which report shall state that such
consolidated financial statements present fairly the consolidated financial
condition as at the end of such Fiscal Year, and the consolidated results of
operations and cash flows for such Fiscal Year, of the Company and its
Subsidiaries in accordance with GAAP, applied on a consistent basis; provided,
that, the consolidating balance sheets and consolidating statements of income,
retained earnings and cash flow of the Company and its Subsidiaries are not
required to be audited.

          (b) MONTHLY FINANCIAL STATEMENTS. As soon as available and in any
event within 30 days after the end of each calendar month of the Company,
consolidating and consolidated balance sheet of the Company and its Subsidiaries
as at the end of such month and the related consolidating and consolidated
statements of income, retained earnings and cash flows of the Company and its
Subsidiaries for such calendar month and for the portion of the Company's Fiscal
Year ended at the end of such month, setting forth in each case in comparative
form the figures for the corresponding month and the corresponding portion of
the Company's previous Fiscal Year, all in reasonable detail and certified by a
Responsible Officer that such financial statements are complete and correct and
fairly present the consolidated financial condition as at the end of such
calendar month, and the consolidating and consolidated results of operations and
cash flows for such calendar month and such portion of the Company's Fiscal
Year, of the Company and its Subsidiaries in accordance with GAAP (subject to
normal, year-end adjustments and the absence of footnotes).

          (c) NO DEFAULT/COMPLIANCE CERTIFICATE. Together with the financial
statements required pursuant to Section 6.10(a) and Section 6.10(b) above, a
certificate of the Company, which shall be substantially in the form of Exhibit
M hereto and signed by a Responsible Officer (1) stating that a review of such
financial statements during the period covered thereby and of the activities of
the Company and its Subsidiaries has been made under such Responsible Officer's
supervision with a view to determining whether the Company and its Subsidiaries
have fulfilled in all material respects all of their obligations under this
Agreement, the other Financing Documents; (2) stating that the Company and its
Subsidiaries have fulfilled in all material respects their obligations under
such instruments and that all representations made in this Agreement continue to
be true and correct in all material respects (or specifying the nature of any
change), or if there shall be a Default or Event of Default, specifying the
nature and status thereof and the Company's proposed response thereto; (3)
demonstrating in reasonable detail compliance (including, but not limited to,
showing all material calculations) as at the end of such Fiscal Year or such
Fiscal Quarter with Section 7.1, Section 7.2, Section 7.5, Section 7.6, Section
7.7, Section 7.10, Section 7.11, Section 7.15 and Section 7.17; (4) containing
or accompanied by such financial or other details, information and material as
the Administrative Agent may reasonably request to evidence such compliance; and
(5) stating that no event has occurred or condition exists that has had or
reasonably could be expected to have a Material Adverse Effect.

          (d) MANAGEMENT LETTERS. Together with the financial statements
required pursuant to Section 6.10(a) above, copies of each management letter, if
any, issued to the Company by such accountants promptly following consideration
or review by the Board of Directors of the Company, or any committee thereof
(together with any response thereto prepared by the Company).

          (e) TITLE INFORMATION. Within a reasonable time after a request by the
Administrative Agent, additional title information in form and substance
acceptable to the Required Lenders as is reasonably necessary covering the
Collateral so that the Lenders shall have received, together with the title
information previously received by the Lenders, satisfactory title information
covering all of the Collateral.


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<PAGE>
          (f) EVENTS OR CIRCUMSTANCES WITH RESPECT TO COLLATERAL. Promptly after
the occurrence of any event or circumstance concerning or changing any of the
Collateral that could have a Material Adverse Effect, notice of such event or
circumstance in reasonable detail.

          (g) BORROWING BASE REPORTS; PERFECTION CERTIFICATE UPDATE. As soon as
available, and in any event on or before the 20th day of each calendar month (or
the next succeeding Business Day if such day is not a Business Day), (1) a
Canadian Borrowing Base Report and a US Borrowing Base Report, dated and
reflecting the US Borrowing Base and US Maximum Available Amount and the
Canadian Borrowing Base and Canadian Maximum Available Amount as of the close of
business on the last Business Day of the preceding calendar month (subject to
Borrower's rights to make Permitted Borrowing Base Adjustments), (2) a
Perfection Certificate Update prepared as of the close of business on the last
Business Day of the preceding calendar month, (3) an accounts receivable aging,
payables aging and inventory aging prepared as of the close of business on the
last Business Day of the preceding calendar month, and (4) a summary of all Swap
Agreements to which any Borrower is subject as of the last Business Day of the
preceding calendar month, in form, substance and detail acceptable to the
Administrative Agent; provided, however, (x) at any time that Excess
Availability shall be below the Trigger Threshold and continuing thereafter
until Excess Availability shall be above $75,000,000 for sixty (60) consecutive
days, the Administrative Agent, in its discretion, may require the delivery of
reports setting forth the Eligible Accounts, Eligible Bill and Hold Accounts,
and Eligible Inventory components of the US Borrowing Base and Canadian
Borrowing Base more frequently than monthly in which event the US Borrowing Base
and Canadian Borrowing Base (as applicable) would be adjusted immediately upon
delivery of such reports based on the Eligible Accounts, Eligible Bill and Hold
Accounts, and Eligible Inventory reflected in such reports. In the event more
frequent reporting of the accounts and inventory components of the US Borrowing
Base and the Canadian Borrowing Base is required pursuant to this Section
6.10(g), such reports shall be in the form of the Interim Account Reports
attached hereto as Exhibits N-1 and N-2, as applicable, and the Inventory
Designation Reports attached hereto as Exhibits O-1 and O-2, as applicable.

          (h) NOTICE OF CERTAIN EVENTS. Promptly after any Borrower learns of
the receipt or occurrence of any of the following, a certificate of the
Borrowers, signed by a Responsible Officer specifying (1) any official notice of
any violation, possible violation, non-compliance or possible non-compliance, or
claim made by any Governmental Authority pertaining to all or any part of the
Properties of any Credit Party which could reasonably be expected to have a
Material Adverse Effect; (2) any event which constitutes a Default or Event of
Default, together with a detailed statement specifying the nature thereof and
the steps being taken to cure such Default or Event of Default; (3) the receipt
of any notice from, or the taking of any other action by, the holder of any
promissory note, debenture or other evidence of Indebtedness in excess of
$1,000,000 of any Credit Party with respect to a claimed default, together with
a detailed statement specifying the notice given or other action taken by such
holder and the nature of the claimed default and what action the Borrowers are
taking or propose to take with respect thereto; (4) any default or noncompliance
of any party to any of the Financing Documents with any of the terms and
conditions thereof or any notice of termination or other proceedings or actions
which could reasonably be expected to adversely affect any of the Financing
Documents; (5) the creation, dissolution, merger or acquisition of any Credit
Party; (6) any event or condition not previously disclosed to the Administrative
Agent, which violates any Environmental Law or which could reasonably be
expected to have a Material Adverse Effect; (7) any material amendment to,
termination of, or default under any material contract or any execution of, or
material amendment to, termination of, or material default under, any material
collective bargaining agreement; or (8) any event or condition which may
reasonably be expected to have a Material Adverse Effect.

          (i) SHAREHOLDER COMMUNICATIONS, FILINGS. Promptly upon the mailing,
filing, or making thereof, copies of all registration statements, periodic
reports and other documents (excluding the


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related exhibits except to the extent expressly requested by the Administrative
Agent) filed by any Credit Party with the Securities and Exchange Commission (or
any successor thereto) or any national or Canadian regional securities exchange
or provincial securities commission.

          (j) LITIGATION. Promptly after the occurrence thereof, notice of the
institution of or any material adverse development in any action, suit, claim,
grievance or proceeding or any governmental investigation or any arbitration,
before any arbitrator or any Governmental Authority, or pursuant to any
collective bargaining agreement against any Credit Party or any material
Property of any thereof, in which the amount involved is material and is not
covered by insurance or which, if adversely determined, would have a Material
Adverse Effect.

          (k) ERISA. Promptly after (1) any Credit Party obtaining knowledge of
the occurrence thereof, notice that an ERISA Termination Event or a "prohibited
transaction," as such term is defined in Section 406 of ERISA or Section 4975 of
the Code, with respect to any Plan has occurred (for which there is no
exemption), which such notice shall specify the nature thereof, the Borrowers'
proposed response thereto (and, if applicable, the proposed response thereto of
any Subsidiary of the Borrowers and of any ERISA Affiliate) and, where known,
any action taken or proposed by the Internal Revenue Service, the Department of
Labor or the PBGC with respect thereto, (2) any Credit Party's obtaining
knowledge thereof, copies of any notice of the PBGC's intention to terminate or
to have a trustee appointed to administer any Plan, and (3) the filing thereof
with any Governmental Authority copies of each annual and other report
(including applicable schedules) with respect to each Plan or any trust created
thereunder (if requested by the Administrative Agent).

          (l) BORROWING BASE AUDIT. As of dates to be designated by the
Administrative Agent in its discretion, but at the cost of the Borrowers,
reports of a collateral field examiner approved by the Administrative Agent in
writing and reasonably acceptable to the Borrowers (which may be the
Administrative Agent or an affiliate thereof) with respect to the components of
the US Borrowing Base and the Canadian Borrowing Base and such other matters
regarding the Credit Parties or the Collateral as the Administrative Agent or
the Canadian Administrative Agent shall reasonably require; provided, that, in
the absence of a Default or Event of Default (1) not more than one (1) field
examination shall be required in any period of twelve (12) months if Excess
Availability has not been less than $75,000,000 during such period, and (2) not
more than two (2) field examinations will be required in any period of twelve
(12) months in all other circumstances.

          (m) ANNUAL BUDGET. As soon as available and in any event not later
than 30 days prior to the end of each Fiscal Year, a budget of the Credit
Parties on a consolidating and consolidated basis for the succeeding Fiscal Year
(prepared on a quarterly basis), reviewed by the Board of Directors of the
Company, setting forth in reasonable detail, the projected revenues and expenses
of the Company for such Fiscal Years.

          (n) INVENTORY APPRAISALS. The Administrative Agent may require, in its
discretion, but at the cost of the Borrowers, appraisals of the Borrowers'
inventory in scope and detail and prepared by an independent appraisal firm
acceptable to the Administrative Agent; provided, that, in the absence of a
Default or Event of Default (1) not more than one (1) inventory appraisal shall
be required in any period of twelve (12) months if Excess Availability has not
been less than $75,000,000 during such period, and (2) not more than two (2)
inventory appraisals will be required in any period of twelve (12) months in all
other circumstances.

          (o) OTHER INFORMATION. With reasonable promptness, such other
information about the business and affairs and financial condition of any Credit
Party as the Administrative Agent may


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reasonably request from time to time, including, without limitation, monthly
accounts receivable aging and reconciliation, accounts payable aging and
reconciliation, sales reports and inventory designations.

          (p) EMPLOYEE FUNDING LIABILITY RESERVES. Promptly after the occurrence
thereof, notice of any change in the Canadian Employee Funding Liability Reserve
or the US Employee Funding Liability Reserve.

                                    ARTICLE 7
                               NEGATIVE COVENANTS

Notwithstanding anything to the contrary set forth in any Section of this
Article 7 no Canadian Borrower will be obligated to cause anyone other than
other Canadian Borrowers to comply with the covenants of this Article 7 or be
obligated in regard to any such covenants to the extent they do not relate to
the Canadian Borrowers or any of them; provided, that the non-performance of
such covenants with respect to the US Borrowers (even though the Canadian
Borrowers are not obligated to ensure compliance with such covenants) will,
subject to Article 8, give rise to Events of Default and will result in the
Canadian Administrative Agent, the Administrative Agent and the Canadian Lenders
having the right to exercise all rights and remedies applicable upon an Event of
Default, including, without limitation, rights and remedies with respect to the
Canadian Borrowers and their assets. So long as any Lender has any Commitment
hereunder or any Loan remains unpaid or any Revolving Credit Exposure remains
outstanding, the Borrowers will not:

     Section 7.1 FINANCIAL COVENANTS. Permit the Fixed Charge Coverage Ratio for
any Rolling Period to be less than 1.10 to 1; provided, however, Borrowers'
obligation to comply with this Section 7.1 shall be suspended for any Rolling
Period to the extent that Excess Availability is not less than the Trigger
Threshold at any time during the final Fiscal Quarter in such Period or during
the next succeeding Fiscal Quarter.

     Section 7.2 INDEBTEDNESS. Create, incur, assume or suffer to exist, or
permit any other Credit Party to create, incur, assume or suffer to exist, any
Indebtedness, other than:

          (a) the Lender Indebtedness;

          (b) Indebtedness outstanding on the date hereof which is set forth on
Schedule 7.2;

          (c) trade or accounts payable (for the deferred purchase price of
Property or services) from time to time incurred in the ordinary course of
business and guaranties by the US Borrowers given in the ordinary course of
business of any such obligations incurred or accrued by any other US Borrower
and guaranties by the Canadian Borrowers given in the ordinary course of
business of any such obligations incurred or accrued by any other Canadian
Borrowers;

          (d) obligations for current taxes, assessments and other governmental
charges and taxes, assessments or other governmental charges which are not yet
due or are being contested in good faith by appropriate action or proceeding
promptly initiated and diligently conducted, if reserves required pursuant to
Section 6.2 hereof have been established with respect thereto;

          (e) Indebtedness owing pursuant to Swap Agreements entered into in the
ordinary course of business for the purpose of hedging against risks actually
incurred by the Borrowers with respect to interest rates, $/C$ exchange rates
and commodity prices;


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          (f) Indebtedness consisting of loans and advances made by any US
Borrower to any other US Borrower and by any Canadian Borrower to any other
Canadian Borrower;

          (g) Indebtedness in respect of Capital Lease Obligations and purchase
money Indebtedness incurred to finance the lease, purchase or construction of
Capital Assets; provided, that, the aggregate amount of such Indebtedness
incurred during (1) Tier I Reduced Availability Periods shall not exceed
$50,000,000, and (2) Tier II Reduced Availability Periods shall not exceed
$25,000,000;

          (h) unsecured Indebtedness; provided, that, the aggregate amount of
such Indebtedness incurred during (1) Tier I Reduced Availability Periods shall
not exceed $50,000,000, and (2) Tier II Reduced Availability Periods shall not
exceed $25,000,000;

          (i) Indebtedness of a Credit Party acquired by a Borrower or another
Credit Party which existed at the time of the acquisition of such Credit Party
(and was not created in anticipation of such acquisition);

          (j) Indebtedness of Target (other than Indebtedness owing to a Person
that is one of the entities that is the Target as to which there is no
limitation) in an amount not exceeding $65,000,000 (or the $ equivalent thereof
at the time such Indebtedness is incurred); or

          (k) Indebtedness incurred to refinance or replace (but not increase)
any Indebtedness described in clauses (b), (g), (h) or (i) preceding.

Notwithstanding the foregoing, no Credit Party shall incur Indebtedness pursuant
to clauses (g), (h) or (j) which requires scheduled principal amortization
(including payments at maturity) in any Fiscal Year through and including the
Fiscal Year ending December 31, 2010 in an aggregate amount greater than
$10,000,000.

     Section 7.3 LIENS. Create, incur, assume or suffer to exist, or permit any
other Credit Party to create, incur, assume or suffer to exist, any Lien on any
of its Property now owned or hereafter acquired to secure any Indebtedness of
any Credit Party or any other Person, other than (collectively, the "PERMITTED
LIENS"):

          (a) Liens existing on the date hereof and set forth on Schedule 7.3;

          (b) Liens securing the Lender Indebtedness;

          (c) Liens for taxes, assessments or other governmental charges or
levies not yet due or which are being contested in good faith by appropriate
action or proceedings and with respect to which reserves required by Section 6.2
hereof are maintained;

          (d) statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics, materialmen, repairmen, workmen, and other Liens imposed by law
created in the ordinary course of business for amounts which are not past due
for more than 30 days or which are being contested in good faith by appropriate
action or proceedings and with respect to which reserves required by Section 6.2
are maintained;

          (e) Liens incurred or deposits or pledges made in the ordinary course
of business in connection with workers' compensation, unemployment insurance and
other types of social security, old age or other similar obligations, or to
secure the performance of tenders, statutory obligations, surety and


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appeal bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money);

          (f) minor irregularities in title, easements, rights-of-way,
restrictions, servitudes, permits, reservations, exceptions, conditions,
covenants and other similar charges or encumbrances not materially interfering
with the occupation, use and enjoyment by any Borrower of any of their
respective Properties in the normal course of business or materially impairing
the value thereof;

          (g) any obligations or duties affecting any of the Property of any
Credit Party to any municipality or public authority with respect to any
franchise, grant, license or permit which do not materially impair the use of
such Property for the purposes for which it is held;

          (h) Liens securing Indebtedness permitted by Section 7.2(g) provided,
that (1) such Liens relate only to the Capital Asset leased, acquired or
constructed with the proceeds of Indebtedness secured by such Lien, (2) the
creation of such Lien or the incurrence of the Indebtedness secured by such Lien
does not violate this Agreement or any of the other Financing Documents, (3)
such Lien is incurred at the time of, or within ninety (90) days after, the
acquisition or completion of construction of the Capital Asset encumbered by
such Liens, and (4) the principal amount of the Indebtedness secured does not
exceed the total purchase price (inclusive of construction costs) of the Capital
Asset encumbered by such Lien; and

          (i) exceptions, qualifications and reservations in respect of title to
Real Property under applicable federal, state, provincial, territorial,
municipal and local statutes, regulations, laws, by-laws and ordinances but only
to the extent of the general application of such matters and not arising as a
result of the failure of Borrowers to comply with such matters;

provided, however, that, the foregoing list of Permitted Liens is not intended
to, and shall not be construed as, subordinating or postponing, or as an
agreement to subordinate or postpone, any Lien created by any of the Financing
Documents to any such permitted Lien.

     Section 7.4 MERGERS, CONSOLIDATIONS, ETC.. Merge into or with or
consolidate or amalgamate with, or permit any other Credit Party to merge into
or with or consolidate or amalgamate with, any other Person; provided, that:

          (a) any US Borrower shall be permitted to consolidate or merge with
any other Person so long as a US Borrower shall be the surviving entity;
provided, that if such Person is not a Borrower, such merger or consolidation
shall only be permitted if such transaction also constitutes an acquisition
permitted by Section 7.17;

          (b) any Canadian Borrower shall be permitted to consolidate,
amalgamate or merge with any Person so long as a Canadian Borrower shall be the
resulting entity); provided, that if such Person is not a Borrower, such merger,
amalgamation or consolidation shall only be permitted if such transaction also
constitutes an acquisition permitted by Section 7.17, and

          (c) any Credit Party other than a Borrower shall be permitted to merge
or consolidate with any other Person so long as either (1) such Credit Party is
the surviving entity and remains a Subsidiary of the Company after giving effect
thereto and such transaction constitutes an acquisition permitted by Section
7.17, or (2) such transaction constitutes a disposition which is permitted
pursuant to Section 7.5.

     Section 7.5 ASSET DISPOSITIONS. Sell, lease or otherwise dispose of, or
permit any other Credit Party to sell, lease or otherwise dispose of (whether in
one transaction or in a series of transactions)


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all or any part of its Property to any other Person (including pursuant to any
merger or consolidation of any Credit Party with or into any other Person) other
than:

          (a) the sale, assignment or disposition by any Credit Party of all or
any part of its Property to any US Borrower;

          (b) the sale, assignment or disposition by any Canadian Borrower of
all or any part of its Property to any other Canadian Borrower;

          (c) the sale, assignment or disposition by any Credit Party which is
not a Borrower of all or any part of its Property to any other Credit Party;

          (d) the sale of inventory in the ordinary course of business of the
Credit Parties;

          (e) the sale, assignment or disposition by any Credit Party of any
part of its property which is obsolete or otherwise no longer used or useful in
the operation of the business of the Credit Parties;

          (f) the proposed sale of the non-conduit business assets of Consorcio
Metalurgico Nacional Colemena S.A.; and

          (g) the sale, assignment or conveyance of any other Property of any
Credit Party; provided, that the aggregate fair market value of all such
Property sold, assigned or conveyed during (1) Tier I Reduced Availability
Periods or which results in a Tier I Reduced Availability Period shall not
exceed $10,000,000, and (2) Tier II Reduced Availability Periods or which
results in a Tier II Reduced Availability Period shall not exceed $5,000,000;

Notwithstanding the foregoing, in no event will Borrowers sell, assign or convey
(x) a Principal Property, (y) the Equity of any Borrower (other than the
issuance of Equity by the Company permitted hereunder and any issuance, sale,
assignment or conveyance of Equity of a Borrower to another Borrower), or (z)
accounts receivable of a Borrower (with or without recourse) other than the sale
or assignment of accounts receivable which are not Eligible Accounts in the
ordinary course of business for collection purposes.

     Section 7.6 RESTRICTED PAYMENTS. Make any Restricted Payment (or declare or
otherwise become obligated to make any Restricted Payment), or permit any other
Credit Party to do any of the foregoing, other than:

          (a) any Credit Party may make Restricted Payments to any Borrower;

          (b) any Credit Party which is not a Borrower may make Restricted
Payments to any other Credit Party;

          (c) the Company may make Restricted Payments to the holders of Tube
Canada's exchangeable shares payable solely in additional shares of the
Company's common stock;

          (d) so long as no Default or Event of Default has occurred which is
continuing, the Company may make Restricted Payments required under employee
stock option plans, management stock plans and other compensation arrangements
in an aggregate amount not exceeding $10,000,000 per Fiscal Year; and


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          (e) so long as no Default or Event of Default has occurred which is
continuing the Credit Parties may make other Restricted Payments; provided, that
(1) the aggregate amount of such Restricted Payments made during, or which
results in, Tier I Reduced Availability Periods shall not exceed $50,000,000,
and (2) no Restricted Payments shall be permitted during, or which results in, a
Tier II Reduced Availability Period.

     Section 7.7 INVESTMENTS, LOANS, ETC. Make, permit or hold any loans to or
investments in any Person, or permit any other Credit Party to make, permit or
hold any loans to or investments in any Person, other than:

          (a) investments, loans or advances, the material details of which have
been set forth on Schedule 7.7;

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

          (c) investments in certificates of deposit of maturities less than one
year, issued by commercial banks in the United States having capital and surplus
in excess of $500,000,000 and having short-term credit ratings of at least A1
and P1 by Standard & Poor's Ratings Group and Moody's Investors Service, Inc.,
respectively;

          (d) investments in commercial paper of maturities of not more than 180
days rated the highest credit rating obtainable from Standard & Poor's Ratings
Group and Moody's Investors Service, Inc.;

          (e) investments in securities that are obligations of the United
States government purchased by any Credit Party under fully collateralized
repurchase agreements pursuant to which arrangements are made with selling
financial institutions (being a financial institution having unimpaired capital
and surplus of not less than $5,000,000,000 and with short-term credit ratings
of at least A1 and P1 by Standard & Poor's Ratings Group and Moody's Investors
Service, Inc., respectively) for such financial institutions to repurchase such
securities within 30 days from the date of purchase by any Credit Party, and
other similar short-term investments made in connection with any Credit Party's
cash management practices;

          (f) investments in money market mutual funds having assets in excess
of $2,000,000,000;

          (g) investments in direct obligations of, or obligations the principal
of and interest on which are unconditionally guaranteed by, the Government of
Canada or of any Canadian province (or by any agency thereof to the extent such
obligations are backed by the full faith and credit of the Government of Canada
or of such Canadian province), in each case maturing within one year from the
date of acquisition thereof; (1) investments in commercial paper maturing within
180 days from the date of acquisition thereof and having, at such date of
acquisition, the highest credit rating obtainable from CBRS Inc., Dominion Bond
Rating Service, Moody's Investor Service, Inc. or Standard and Poor's
Corporation; (2) investments in certificates of deposit, banker's acceptances
and time deposits maturing within 180 days from the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued
or offered by, any domestic office of any commercial bank organized under the
laws of Canada or of any Canadian province which has a combined capital surplus
and undivided profits of not less than C$250,000,000; and (3) investments in
fully collateralized repurchase


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agreements with a term of not more than 30 days for securities described in
clause (1) above and entered into with a financial institution satisfying the
criteria described in clause (3) above;

          (h) loans, advances and investments by any US Borrower to or in any
other US Borrower and loans, advances and investments by any Canadian Borrower
to or in any Canadian Borrower;

          (i) loans, advances and investments by any US Borrower to or in any
Canadian Borrower; provided, that, the aggregate amount of all loans, advances
and investments made by US Borrowers to or in Canadian Borrowers pursuant to
this clause (i) shall not exceed $20,000,000 outstanding at any time;

          (j) (1) loans, advances and investments to fund the purchase price for
the Target Acquisition (including related transaction costs), and (2) other
loans, advances and investments in Target; provided, that the aggregate amount
of all such other loans, advances and investments in Target made pursuant to
this clause (j) (2) during the existence of, or which results in, (i) a Tier I
Reduced Availability Period shall not exceed $20,000,000, and (ii) a Tier II
Reduced Availability Period shall not exceed $10,000,000;

          (k) investments made in connection with acquisitions permitted
pursuant to Section 7.17; and

          (l) loans, advances and investments in or to any Person; provided,
that, the aggregate amount of all loans, advances and investments made pursuant
to this clause (l) during the existence of, or which results in, (1) a Tier I
Reduced Availability Period shall not exceed $10,000,000, and (2) a Tier II
Reduced Availability Period shall not exceed $2,000,000.

     Section 7.8 SALES AND LEASEBACKS. Enter into, any arrangement, directly or
indirectly, with any Person whereby any Credit Party shall sell or transfer any
Property, whether now owned or hereafter acquired, and whereby any Credit Party
shall then or thereafter rent or lease as lessee such Property or any part
thereof or other Property which a Credit Party intends to use for substantially
the same purpose or purposes as the Property sold or transferred (a
"SALE-LEASEBACK TRANSACTION"); provided, that, this Section 7.8 shall not
prohibit Sale-Leaseback Transactions not involving a Principal Property.

     Section 7.9 NATURE OF BUSINESS. Engage in, or permit any other Credit Party
to engage in, any business other than the businesses in which they are engaged
as of the Closing Date or that are directly related thereto, which businesses in
which the Company and each Borrower are currently involved are described in
Schedule 7.9 hereto.

     Section 7.10 ERISA COMPLIANCE

          (a) Engage in, or permit any ERISA Affiliate to engage in, any
transaction in connection with which any US Credit Party or any ERISA Affiliate
could be subjected to either a civil penalty assessed pursuant to Sections
502(c), (i) or (l) of ERISA or a tax imposed by Chapter 43 of Subtitle D of the
Code which could reasonably be expected to have a Material Adverse Effect;

          (b) Terminate, or permit any other US Credit Party or any ERISA
Affiliate to terminate, any Plan in a manner, or take any other action with
respect to any Plan, which could reasonably be expected to result in any
material liability of any US Credit Party or any ERISA Affiliate to the PBGC or
any other Governmental Authority;


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          (c) Fail to make, or permit any other US Credit Party or any ERISA
Affiliate to fail to make, full payment when due of all amounts which, under the
provisions of any Plan, agreement relating thereto or applicable law, any US
Credit Party or any ERISA Affiliate is required to pay as contributions thereto;

          (d) Permit to exist, or allow any other US Credit Party or any ERISA
Affiliate to permit to exist, any accumulated funding deficiency within the
meaning of Section 302 of ERISA or Section 412 of the Code, whether or not
waived, with respect to any Plan (1) in any amount which could reasonably be
expected to cause a Material Adverse Effect or (2) that when combined with any
accumulated funding deficiencies with respect to all Plans, including, but not
limited to accumulated funding deficiencies with respect to Plans of Canadian
Credit Parties, would exceed $15,000,000;

          (e) Contribute to or assume an obligation to contribute to, or permit
any US Credit Party or any ERISA Affiliate to contribute to or assume an
obligation to contribute to, any "multiemployer plan" as such term is defined in
Section 3(37) or 4001(a)(3) of ERISA;

          (f) Acquire, or permit any other US Credit Party or any ERISA
Affiliate to acquire, an interest in any Person that causes such Person to
become an ERISA Affiliate with respect to any US Credit Party or with respect to
any ERISA Affiliate of any US Credit Party if such Person sponsors, maintains or
contributes to, or at any time preceding such acquisition has sponsored,
maintained, or contributed to, any "multiemployer plan" as such term is defined
in Section 3(37) or 4001(a)(3) of ERISA;

          (g) Fail to pay, or cause to be paid, to the PBGC in a timely manner,
and without incurring any late payment or underpayment charge or penalty, all
premiums required pursuant to Sections 4006 and 4007 of ERISA;

          (h) Amend, or permit any other US Credit Party or any ERISA Affiliate
to amend, a Plan resulting in an increase in current liability such that any US
Credit Party or any ERISA Affiliate is required to provide security to such Plan
under Section 401(a)(29) of the Code;

          (i) Incur, or permit any other US Credit Party or any ERISA Affiliate
to incur, a material liability to or on account of a Plan under Sections 515,
4062, 4063, 4064, 4201 or 4204 of ERISA; or

          (j) Permit, or allow any other US Credit Party or any ERISA Affiliate
to permit, the actuarial present value of the benefit liabilities (computed on
an accumulated benefit obligation basis in accordance with GAAP) under all Plans
in the aggregate to exceed the current value of the assets of all Plans in the
aggregate that are allocable to such benefit liabilities.

     Section 7.11 CANADIAN PLAN COMPLIANCE. As regards to any Canadian Credit
Party:

          (a) Terminate, or permit to terminate, any Plan in a manner, or take
any other action with respect to any Plan, which could reasonably be expected to
result in any material liability of such Canadian Credit Party to any
Governmental Authority;

          (b) Fail to make, or permit any other Canadian Credit Party to fail to
make, full payment when due of all amounts which, under the provisions of any
Plan, agreement relating thereto or applicable law, such Canadian Credit Party
is required to pay as contributions thereto, except where the failure to make
such payments could not reasonably be expected to have Material Adverse Effect;


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          (c) Permit to exist, or allow any other Canadian Credit Party to
permit to exist, any accumulated funding deficiency, whether or not waived, with
respect to any Plan (x) in an amount which could reasonably be expected to have
a Material Adverse Effect or (y) that when combined with any accumulated funding
deficiencies with respect to all Plans, including, but not limited to
accumulated funding deficiencies with respect to Plans of US Credit Parties,
would exceed $15,000,000;

          (d) Contribute to or assume an obligation to contribute to, or permit
any other Canadian Credit Party to contribute to or assume an obligation to
contribute to, any "specified multi-employer plan" as such term is defined in
the Employment Pensions Plans Act (Alberta);

          (e) Acquire, or permit any other Canadian Credit Party to acquire, an
interest in any Person if such Person sponsors, maintains or contributes to, or
at any time preceding such acquisition has sponsored, maintained, or contributed
to any "specified multi-employer plan" as such term is defined in the Employment
Pension Plans Act (Alberta);

          (f) Permit, or allow any other Canadian Credit Party to permit, the
actuarial present value of the benefit liabilities (computed on an accumulated
benefit obligation basis in accordance with GAAP) under all Plans in the
aggregate to exceed the current value of the assets of all Plans in the
aggregate that are allocable to such benefit liabilities, in each case only to
the extent such liabilities and assets relate to benefits to be paid to
employees of such Canadian Credit Party, by an amount that could reasonably be
expected to cause a Material Adverse Effect.

     Section 7.12 NEGATIVE PLEDGE AGREEMENTS. Create, incur, assume or suffer to
exist, any contract, agreement or understanding which in any way prohibits or
restricts the granting, conveying, creation or imposition of any Lien on any
Property of any Credit Party, or which requires the consent of or notice to
other Persons in connection therewith, other than

          (a) this Agreement and the other Financing Documents;

          (b) the agreements and arrangements described on Schedule 7.12 hereto,
and

          (c) any agreements governing any Indebtedness secured by Liens
otherwise permitted hereby provided, that any such prohibition or limitation is
only applicable to the Property encumbered by such Lien.

     Section 7.13 TRANSACTIONS WITH AFFILIATES. Except to the extent otherwise
specifically permitted herein, enter into any transaction or series of
transactions, with Affiliates of any Credit Party which involve an outflow of
money or other Property from any Credit Party to an Affiliate of any Credit
Party, including but not limited to repayment of Indebtedness, management fees,
compensation, salaries, asset purchase payments or any other type of fees or
payments similar in nature except for those which are in the ordinary course of
business of the Credit Parties and are on fair and reasonable terms no less
favorable than would be obtained in a comparable arm's length transaction with a
Person not an Affiliate.

     Section 7.14 EQUITY. Authorize or issue Equity to any Person other than (a)
issuances of Equity of the Company if no Change of Control results therefrom, or
(b) issuance of Equity by any Borrower to any other Borrower; provided, that in
no event shall the Company issue any preferred stock or other equity securities
subject to a mandatory redemption right which is exercisable prior to the first
anniversary of the Maturity Date.

     Section 7.15 CAPITAL EXPENDITURES. Make Capital Expenditures during any
Rolling Period in excess of $40,000,000; provided, that Capital Expenditures
made in the absence of a Tier II Reduced


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Availably Period and which do not result in a Tier II Reduced Availability
Period shall be excluded from the calculation of this covenant.

     Section 7.16 RESTRICTION ON INTERCOMPANY TRANSACTIONS. Create or otherwise
cause or permit to exist or become effective, any consensual encumbrance or
restriction of any kind on the ability of any Credit Party to (a) pay dividends
or make any other distribution in respect of such Credit Party's Equity or with
respect to any other interest or participation in, or measured by, its profits,
(b) pay any indebtedness owed to any Credit Party, (c) make any loan or advance
to any Credit Party, or sell, lease or transfer any of its Property to any
Credit Party other than (1) the agreements and arrangements described on
Schedule 7.16 hereto, and (2) agreements and arrangements applicable to any
Credit Party acquired by any other Credit Party after the date hereof provided,
that such agreements and arrangements were in effect prior to such acquisition
and were not created in contemplation thereof, such agreements and arrangements
shall only be applicable to such Credit Party.

     Section 7.17 ACQUISITIONS. Acquire or create any Subsidiary or the assets
comprising any operating division or unit of any other Person unless (a)
immediately before and after giving effect thereto, no Default or Event of
Default exists (including, without limitation, a Default under Section 7.9), (b)
such acquisition has been approved by the board of directors or comparable
authority of the seller and is not otherwise hostile, and (c) no Tier II Reduced
Availability Period exists or will result therefrom; provided, that, the
purchase price for such acquisitions (including (i) all Indebtedness which is
assumed pursuant to such acquisition, and (ii) all amounts payable under any
non-compete agreements, earn outs, seller financing or other deferred
consideration) completed during the existence of a Tier I Reduced Availability
Period or which results in a Tier I Reduced Availability Period shall not exceed
(1) in the case of acquisitions of assets (other than Equity) located in the
United States or Canada by a Borrower or acquisitions of Equity of a Person
organized in the United States or Canada who becomes a Borrower at the time of
such acquisition, $50,000,000 for a single acquisition or series of related
acquisitions, or $100,000,000 in the aggregate, and (2) in the case of all other
acquisitions, $10,000,000 for a single acquisition or series of related
acquisitions, or $50,000,000 in the aggregate. Subject to the satisfaction of
the conditions set forth in clauses (a) and (b) of this Section 7.17, the
Premoca Acquisition shall be permitted regardless of the level of Excess
Availability provided, that the purchase price for such acquisition (calculated
as set forth in clause (c) preceding) does not exceed $12,500,000.

     Section 7.18 FISCAL YEAR. Change its Fiscal Year.

     Section 7.19 EXCHANGE NOTES.

          (a) enter into any amendment, modification or waiver of any of the
Exchange Notes Documents;

          (b) designate any Indebtedness other than the Lender Indebtedness as
"Designated Senior Indebtedness" (as defined in the Exchange Notes Indenture)
for purposes of the Exchange Notes Indenture, or

          (c) make any payment of principal with respect to the Exchange Notes
or any payment to repurchase, redeem or otherwise retire any of the Exchange
Notes, including the payment in cash of any Principal Return (as defined in the
Exchange Notes Indenture), or permit any Credit Party to do the foregoing,
except the Company may pay Principal Return with respect to (and deliver the
other consideration in respect of the Conversion Value (as defined in the
Exchange Notes Indenture), as contemplated by the Exchange Notes, upon
conversion thereof) Exchange Notes presented for conversion pursuant to and in
accordance with the terms of the Exchange Notes Indenture (each such payment in
respect of Principal Return being, a "PRINCIPAL RETURN PAYMENT") so long as (1)
the Borrowers' Fixed


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Charge Coverage Ratio for the Rolling Period most recently ended for which
Current Information is available as of the date of such Principal Return Payment
is not less than 1.00 to 1.00 and assuming that for purposes of calculating the
Fixed Charge Coverage Ratio for such Rolling Period such Principal Return
Payment occurred on the first day of such applicable Rolling Period, and (2) no
Default exists or will exist after giving effect to such Principal Return
Payment.

     Section 7.20 ACCOUNTS. With respect to the US Borrowers, have more than
$1,000,000 in cash in the aggregate at any time which is not on deposit in a
deposit account or a securities account maintained by a US Borrower which is
subject to a Deposit Account Control Agreement or a Securities Account Control
Agreement (as each such term is defined in the Guaranty and Security Agreement),
and with respect to the Canadian Borrowers, have more than $1,000,000 in cash in
the aggregate at any time which is not on deposit in a deposit account or a
securities account maintained by a Canadian Borrower which is subject to a
control agreement in form and substance acceptable to the Canadian
Administrative Agent.

     Section 7.21 SWAP AGREEMENTS. Enter into, or permit any Subsidiary to enter
into, any Swap Agreement, except (a) Swap Agreements entered into to hedge or
mitigate risks to which the Credit Parties have actual exposure, and (b) Swap
Agreements entered into in order to effectively cap, collar or exchange interest
rates (from fixed to floating rates, from one floating rate to another floating
rate or otherwise) with respect to any interest-bearing liability or investment
of the Credit Parties.

                                    ARTICLE 8
                                EVENTS OF DEFAULT

     Upon the occurrence and during the continuance of any of the following
specified events (each an "EVENT OF DEFAULT"):

     Section 8.1 PAYMENTS.

          (a) Any of the Borrowers shall fail to pay when due (including, but
not limited to, any mandatory prepayment required pursuant to Section 2.9) any
principal of any Loan, or any Reimbursement Obligation or any fee or any other
amount payable hereunder or under the Fee Letter or any other Financing
Document; or

          (b) any of the Borrowers shall fail to pay when due any interest on
any Loan and such failure to pay shall continue unremedied for a period of (3)
three days.

     Section 8.2 COVENANTS WITHOUT NOTICE. Any of the Borrowers shall fail to
observe or perform any covenant or agreement contained in Article 4, Section
6.1, Section 6.5, Section 6.7, Section 6.10 or Article 7.

     Section 8.3 OTHER COVENANTS. Any Borrower shall fail to observe or perform
any covenant or agreement contained in this Agreement, other than those referred
to in Section 8.1 or Section 8.2 and, if capable of being remedied, such failure
shall remain unremedied for 20 days after the earlier of (a) any Credit Party's
obtaining knowledge thereof, or (b) written notice thereof shall have been given
to the Company or any Borrower by any Lender, any Issuing Bank, the Canadian
Administrative Agent or the Administrative Agent.

     Section 8.4 OTHER FINANCING DOCUMENT OBLIGATIONS. Default is made in the
due observance or performance by any Borrower or any other Obligated Party of
any of the covenants or agreements contained in any Financing Document other
than this Agreement, and such default continues


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unremedied beyond the expiration of any applicable grace period which may be
expressly allowed under such Financing Document.

     Section 8.5 REPRESENTATIONS. Any representation, warranty or statement made
or deemed to be made by any Borrower or any other Obligated Party or any of any
Borrower's or any other Obligated Party's officers herein or in any other
Financing Document, or in any certificate, request or other document furnished
pursuant to or under this Agreement or any other Financing Document, shall have
been incorrect in any material respect as of the date when made or deemed to be
made.

     Section 8.6 NON-PAYMENTS OF OTHER INDEBTEDNESS. Any Credit Party shall fail
to make any payment or payments of principal of or interest on any Indebtedness
of such Credit Party which Indebtedness is in an aggregate amount of $1,000,000
or greater after giving effect to any applicable grace period.

     Section 8.7 DEFAULTS UNDER OTHER AGREEMENTS. Any Credit Party shall fail to
observe or perform any covenant or agreement contained in any agreement(s) or
instrument(s) relating to Indebtedness of any Credit Party of $1,000,000 or more
in the aggregate within any applicable grace period, or any other event shall
occur, if the effect of such failure or other event is to accelerate, or to
permit the holder of such Indebtedness or any other Person to accelerate, the
maturity of $1,000,000 or more in the aggregate of such Indebtedness; or
$1,000,000 or more in the aggregate of any such Indebtedness shall be, or if as
a result of such failure or other event may be, required to be prepaid (other
than prepayments resulting from excess cash flow) in whole or in part prior to
its stated maturity.

     Section 8.8 BANKRUPTCY UNDER US LAW. Any Obligated Party (which for the
purposes of this Section 8.8 shall not include any Canadian Borrower) shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy" as now or hereafter in effect, or any successor
thereto (the "BANKRUPTCY CODE"); or an involuntary case is commenced against any
Obligated Party shall commence and the petition is not controverted within ten
days, or is not stayed or dismissed within 60 days, after commencement of the
case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or
takes charge of, all or any substantial part of the property of any Obligated
Party; or any Obligated Party commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to any Obligated Party or there is commenced
against any Obligated Party any such proceeding which remains unstayed or
undismissed for a period of 60 days; or any Obligated Party is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding is entered; or any Obligated Party suffers any appointment of
any custodian or the like for it or any substantial part of its Property to
continue undischarged or unstayed for a period of 60 days; or any Obligated
Party makes a general assignment for the benefit of creditors; or any Obligated
Party shall fail to pay, or shall state in writing that it is unable to pay, or
shall be unable to pay, its debts generally as they become due; or any Obligated
Party shall by any act or failure to act indicate its consent to, approval of or
acquiescence in any of the foregoing; or any corporate action is taken by any
Obligated Party for the purpose of effecting any of the foregoing.

     Section 8.9 BANKRUPTCY UNDER CANADIAN LAW.

          (a) Any Canadian Borrower (1) becomes insolvent, or generally does not
or becomes unable to pay its debts or meet its liabilities as the same become
due, or admits in writing its inability to pay its debts generally, or declares
any general moratorium on its indebtedness, or proposes a compromise or
arrangement between it and any class of its creditors; (2) commits an act of
bankruptcy under the Bankruptcy and Insolvency Act (Canada), or makes an
assignment of its property for the general benefit of its creditors under such
Act, or makes a proposal (or files a notice of its intention to do so)


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under such Act; (3) institutes any proceeding seeking to adjudicate it an
insolvent, or seeking liquidation, dissolution, winding-up, reorganization,
compromise, arrangement, adjustment, protection, moratorium, relief, stay of
proceedings of creditors generally (or any class of creditors), or composition
of it or its debts or any other relief, under any federal, provincial or foreign
Law now or hereafter in effect relating to bankruptcy, winding-up, insolvency,
reorganization, receivership, plans of arrangement or relief or protection of
debtors (including the Bankruptcy and Insolvency Act (Canada), the Companies'
Creditors Arrangement Act (Canada) and any applicable corporations legislation)
or at common law or in equity, or files an answer admitting the material
allegations of a petition filed against it in any such proceeding; (4) applies
for the appointment of, or the taking of possession by, a receiver, interim
receiver, receiver/manager, sequestrator, conservator, custodian, administrator,
trustee, liquidator or other similar official for it or any substantial part of
its property; or (5) threatens to do any of the foregoing, or takes any action,
corporate or otherwise, to approve, effect, consent to or authorize any of the
actions described in this Section 8.9, or otherwise acts in furtherance thereof
or fails to act in a timely and appropriate manner in defense thereof.

          (b) Any petition is filed, application made or other proceeding
instituted against or in respect of any Canadian Borrower: (1) seeking to
adjudicate it an insolvent; (2) seeking a receiving order against it under the
Bankruptcy and Insolvency Act (Canada); (3) seeking liquidation, dissolution,
winding-up, reorganization, compromise, arrangement, adjustment, protection,
moratorium, relief, stay of proceedings of creditors generally (or any class of
creditors), or composition of it or its debts or any other relief under any
federal, provincial or foreign Law now or hereafter in effect relating to
bankruptcy, winding-up, insolvency, reorganization, receivership, plans of
arrangement or relief or protection of debtors (including the Bankruptcy and
Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) and
any applicable corporations legislation) or at common law or in equity; or (4)
seeking the entry of an order for relief or the appointment of, or the taking of
possession by, a receiver, interim receiver, receiver/manager, sequestrator,
conservator, custodian, administrator, trustee, liquidator or other similar
official for it or any substantial part of its property; and in any case
describe in clause (b)(1) through (4) such petition, application or proceeding
continues undismissed, or unstayed and in effect, for a period of 60 days after
the institution thereof, provided, that if an order, decree or judgment is
granted or entered (whether or not entered or subject to appeal) against any
Canadian Borrower thereunder in the interim, such 60-day period will cease to
apply, and provided further that if the Canadian Borrower files an answer
admitting the material allegations of a petition filed against it in any such
proceeding, such 60-day period will cease to apply.

     Section 8.10 MONEY JUDGMENT. Judgments or orders for the payment of money
involving in the aggregate at any time a liability (net of any insurance
proceeds or indemnity payments actually received in respect thereof prior to or
within 30 days from the entry thereof, or to be received in respect thereof in
the event any appeal thereof shall be unsuccessful) of more than $1,000,000, (or
the Dollar Equivalent thereof) or that would otherwise have a Material Adverse
Effect shall be rendered against any Obligated Party and such judgment or order
shall continue unsatisfied in accordance with the terms of such judgment or
order (in the case of a money judgment) and in effect for a period of 30 days
during which execution shall not be effectively stayed or deferred (whether by
action of a court, by agreement or otherwise).

     Section 8.11 DISCONTINUANCE OF BUSINESS. Except as permitted by Section 7.4
and Section 7.5, any Credit Party shall cease to be principally engaged in the
businesses and operations in which such Credit Party was principally engaged on
the Closing Date.

     Section 8.12 FINANCING DOCUMENTS. Any Material Provision of any of the
Financing Documents after delivery thereof shall for any reason, except to the
extent permitted by the terms thereof, cease to be in full force and effect and
valid, binding and enforceable (except as enforceability may be


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limited as stated in Section 5.3) in accordance with its terms, or, in the case
of any of the Security Instruments, cease to create a valid and perfected Lien
of the priority contemplated thereby on any of the collateral purported to be
covered thereby, or any Obligated Party shall so state in writing. As used in
this Section 8.12, "MATERIAL PROVISION" shall mean (a) with respect to this
Agreement, any material term, covenant, or agreement set forth therein, and (b)
with respect to any other Financing Document, any provision if the validity and
enforceability thereof is necessary for such Financing Document to accomplish
its stated, or clearly intended, purpose or otherwise necessary in order for any
Lender to enforce any material right or remedy under any Financing Document.

     Section 8.13 CHANGE OF CONTROL. The occurrence of a Change of Control.

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written or telex
request of the Required Lenders, shall, by written notice to the Borrowers, take
any or all of the following actions, without prejudice to the rights of the
Administrative Agent, the Canadian Administrative Agent or any Lender, to
enforce its claims against any Credit Party: (a) declare the Revolving Credit
Commitment, the US Swingline Commitment, and other lending obligations, if any,
terminated, whereupon the Revolving Credit Commitment and other lending
obligations, if any, of each Lender shall terminate immediately; or (b) declare
the entire principal amount of and all accrued interest on all Lender
Indebtedness then outstanding to be, whereupon the same shall become, forthwith
due and payable without presentment, demand, protest, notice of protest or
dishonor, notice of acceleration, notice of intent to accelerate or other notice
of any kind, all of which are hereby expressly waived by each Credit Party, and
thereupon take such action as it may deem desirable under and pursuant to the
Financing Documents; provided, that, if an Event of Default specified in Section
8.8 or Section 8.9 shall occur, the result which would occur upon the giving of
written notice by the Administrative Agent to the Borrowers, as specified in
clauses (a) and (b) above, shall occur automatically without the giving of any
such notice; or (c) if any US Letter of Credit shall then be outstanding, demand
L/C Cover which the US Borrowers shall immediately pay to the Administrative
Agent for deposit in a cash collateral account maintained by the Administrative
Agent; (d) if any Canadian Letter of Credit shall then be outstanding, demand
L/C Cover which the Canadian Borrowers shall immediately jointly and severally
pay to the Canadian Administrative Agent for deposit in a cash collateral
account maintained by the Canadian Administrative Agent, or (e) if any B/A shall
be outstanding, demand B/A Cover which the Canadian Borrowers shall immediately
jointly and severally pay to the Canadian Administrative Agent for deposit in a
cash collateral account maintained by the Canadian Administrative Agent.

                                    ARTICLE 9
                                   THE AGENTS

     Section 9.1 APPOINTMENT OF AGENTS. Each Lender (and each Secured Affiliate
by and through its affiliated Lender) and each Issuing Bank hereby irrevocably
appoints JPMorgan Chase Bank, N.A. as the Administrative Agent and JPMorgan
Chase Bank, N.A., Toronto Branch as Canadian Administrative Agent authorizes
each such Agent to take such actions on its behalf, including execution of the
other Financing Documents, and to exercise such powers as are delegated to such
Agent by the terms of the Financing Documents, together with such actions and
powers as are reasonably incidental thereto.

     Section 9.2 RIGHTS AND POWERS. Each Person serving as an Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not an Agent, and such Person
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Credit Parties or any other Affiliate thereof
as if it were not an Agent hereunder.


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     Section 9.3 LIMITATION OF DUTIES OF AGENTS. No Agent shall not have any
duties or obligations except those expressly set forth in the Financing
Documents. Without limiting the generality of the foregoing, (a) no Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) no Agent shall have any duty to take
any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Financing
Documents that such Agent is required to exercise in writing as directed by the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 10.2), and (c) except
as expressly set forth in the Financing Documents, no Agent shall have any duty
to disclose, and shall not be liable for the failure to disclose, any
information relating to any Credit Party that is communicated to or obtained by
the Person serving as such Agent or any of its Affiliates in any capacity. No
Agent shall be liable for any action taken or not taken by it with the consent
or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in Section
10.2) or in the absence of its own gross negligence or willful misconduct. No
Agent shall be deemed to have knowledge of any Default unless and until written
notice thereof is given to such Agent by the Borrower or a Lender, and no Agent
shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any
Financing Document, (ii) the contents of any certificate, report or other
document delivered hereunder or in connection with any Financing Document, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth in any Financing Document, (iv) the validity,
enforceability, effectiveness or genuineness of any Financing Document or any
other agreement, instrument or document, (v) the creation, perfection or
priority of Liens on the Collateral or the existence of the Collateral, or (vi)
the satisfaction of any condition set forth in Article 3 or elsewhere in any
Financing Document, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

     Section 9.4 RELIANCE BY AGENTS. Each Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. Each
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. Each Agent may consult with legal counsel (who
may be counsel for the Borrowers), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

     Section 9.5 DELEGATION OF DUTIES; SUB AGENTS. Each Agent may perform any
and all its duties and exercise its rights and powers by or through any one or
more sub-agents appointed by such Agent. Each Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the
each Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as each Agent.

     Section 9.6 RESIGNATION; SUCCESSOR AGENT. Subject to the appointment and
acceptance of a successor Administrative Agent as provided in this paragraph,
any Agent may resign at any time by notifying the Lenders, the Issuing Bank and
the Borrower. Upon any such resignation, the Required Lenders shall have the
right, in consultation with the Borrower, to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Agent gives notice
of its resignation, then the retiring Agent may, on behalf of the Lenders, the
Issuing Banks and the Secured Affiliates, appoint a successor Agent which shall
be a commercial bank or an Affiliate of any such commercial bank. Upon the
acceptance of its appointment as


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Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrowers to a successor Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor. After the Agent's resignation hereunder, the
provisions of this Article shall continue in effect for the benefit of such
retiring Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while it was acting
as Agent.

     Section 9.7 LACK OF RELIANCE ON AGENTS. Each Lender acknowledges that it
has, independently and without reliance upon any Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon any Agent or
any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any other Finance Document
or related agreement or any document furnished hereunder or thereunder.

     Section 9.8 REPORTS. Each Lender hereby agrees that (a) it has requested a
copy of each Report prepared by or on behalf of Agent; (b) no Agent (i) makes
any representation or warranty, express or implied, as to the completeness or
accuracy of any Report or any of the information contained therein or any
inaccuracy or omission contained in or relating to a Report and (ii) shall be
liable for any information contained in any Report; (c) the Reports are not
comprehensive audits or examinations, and that any Person performing any field
examination will inspect only specific information regarding the Credit Parties
and will rely significantly upon the Credit Parties' books and records, as well
as on representations of the Credit Parties' personnel and that no Agent
undertakes any obligation to update, correct or supplement the Reports; (d) it
will keep all Reports confidential and strictly for its internal use, not share
the Report with any Credit Party or any other Person except as otherwise
permitted pursuant to this Agreement; and (e) without limiting the generality of
any other indemnification provision contained in this Agreement, it will pay and
protect, and indemnify, defend, and hold each Agent and any such other Person
preparing a Report harmless from and against, the claims, actions, proceedings,
damages, costs, expenses, and other amounts (including reasonable attorney fees)
incurred by any such Person as the direct or indirect result of any third
parties who might obtain all or part of any Report through the indemnifying
Lender.

                                   ARTICLE 10
                                  MISCELLANEOUS

     Section 10.1 NOTICES. All notices, requests and other communications to any
party hereunder shall be in writing (including, telecopy or similar
teletransmission or writing) and shall be given to such party at its address or
telecopy number set forth on the signature pages hereof or such other address or
telecopy number as such party may hereafter specify by notice to the Canadian
Administrative Agent, the Administrative Agent and the Company. Each such
notice, request or other communication shall be effective (a) if given by mail,
72 hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid, or (b) if given by any other means
(including, but not limited to, by air courier), when delivered at the address
specified on the signature pages hereto; provided, that notices to the
Administrative Agent or the Canadian Administrative Agent shall not be effective
until actually and physically received. Any notice to be given to any Borrower
or to all Borrowers pursuant to this Agreement or any of the other Financing
Documents may be given to the Company or to any other Borrower, and if given to
the Company or to any Borrower in the manner set forth in this Section 10.1,
such notice shall be deemed to be effective notice to all Borrowers for purposes
of this Agreement.


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     Section 10.2 AMENDMENTS AND WAIVERS. Neither this Agreement nor any other
Financing Document, nor any terms hereof or thereof, may be amended,
supplemented or modified except in accordance with the provisions of this
Section 10.2. The Required Lenders may, or, with the written consent of the
Required Lenders, the Administrative Agent or, as applicable, the Canadian
Administrative Agent, shall, from time to time, (x) enter into with the
Borrowers, written amendments, supplements or modifications hereto and to the
other Financing Documents for the purpose of adding any provisions to this
Agreement or to the other Financing Documents or changing in any manner the
rights or obligations of the Lenders or the Borrowers hereunder or thereunder or
(y) waive at the Borrowers' request, on such terms and conditions as the
Required Lenders or the Administrative Agent, as the case may be, may specify in
such instrument, any of the requirements of this Agreement or the other
Financing Documents or any Default and its consequences; provided, however,
that, no such waiver and no such amendment, supplement or modification shall:

          (a) reduce the amount or extend the scheduled date of maturity of any
Loan or any Reimbursement Obligation or of any scheduled installment thereof or
reduce the stated rate of any interest or fee payable hereunder or extend the
date of any payment thereof or modify any provision that provides for the
ratable sharing by the Lenders (or any sub-set of the Lenders) of any payment or
prepayment of Lender Indebtedness to provide for a non-ratable sharing thereof
or increase the amount or extend the expiration date of any Lender's Revolving
Credit Commitment or amend, modify or waive any provision of Section 2.9(f),
(g), (h) or (i) or Section 2.18, in each case without the prior written consent
of each Lender directly affected thereby;

          (b) change the currency in which any Loan or Reimbursement Obligation
is payable or amend, modify or waive any provision of this Section 10.2 or
reduce the percentage specified in the definition of Required Lenders or Super
Majority Lenders, in each case without the written consent of all of the
Lenders;

          (c) release all or substantially all of the Collateral without the
written consent of all of the Lenders or release any portion of the Collateral
sold, transferred or otherwise disposed of in any single transaction or series
of related transactions with an aggregate fair market value more than the lesser
of (1) $50,000,000 and (2) 5% of the consolidated assets of the Company without
the written consent of the Super Majority Lenders; provided, that the
Administrative Agent or the Canadian Administrative Agent, as applicable, shall
release (without consent from the Lenders) any Collateral sold, transferred or
otherwise disposed of as permitted by Section 7.5; provided, further, that the
Administrative Agent or the Canadian Administrative Agent, as applicable, may
release any portion of the Collateral sold, transferred or otherwise disposed of
in any single transaction or series of related transactions with an aggregate
fair market value less than the lesser of (1) $50,000,000 and (2) 5% of the
consolidated assets of the Company without the consent of any Lenders;

          (d) amend, modify or waive any provision of Article 9 without the
written consent of the Agent directly affected thereby;

          (e) amend, modify or waive (1) any Letter of Credit Liability without
the written consent of the applicable Issuing Bank or (2) any Letter of Credit
without the consent of each Lender if such Letter of Credit, after giving effect
to such amendment, modification or waiver, would no longer satisfy the
requirements hereof if such Letter of Credit was being issued ab initio at such
time, provided, that in all cases other than clauses (1) or (2), only the
consent of the applicable Issuing Bank shall be required to amend, modify or
waive any Letter of Credit;

          (f) amend the definitions of US Borrowing Base, US Fixed Asset
Component, US Fixed Asset Reduction Amount, Eligible Bill and Hold Accounts and
the advance rates specified in the


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definition of US Borrowing Base (other than to the extent already permitted to
be reduced at the discretion of the Administrative Agent) without the written
consent of the Administrative Agent and Super Majority Lenders;

          (g) amend the definitions of Canadian Borrowing Base, Eligible Account
Advance Percentage, Eligible Account, Eligible Equipment, Eligible
Included-In-Transit Inventory, Eligible Inventory, Eligible Real Property,
Inventory Advance Percentage, Canadian Fixed Asset Component, Canadian Fixed
Asset Reduction Amount, and the advance rates specified in the definition of
Canadian Borrowing Base (other than to the extent already permitted to be
reduced at the discretion of the Administrative Agent) without the written
consent of all of the Administrative Agent, the Canadian Administrative Agent
and Super Majority Lenders; or

          (h) amend Section 2.24 without the consent of the US Swingline Lender.

          Any waiver and any amendment, supplement or modification pursuant to
this Section 10.2 shall apply to each of the Lenders and shall be binding upon
each Borrower, the Lenders, the Administrative Agent and all future holders of
the Loans. In the case of any waiver, the Borrowers, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the other Financing Documents, and any Default waived shall
be deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default, or impair any right consequent thereon.

     Section 10.3 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the
part of any Borrower, any Agent, any Issuing Bank or any Lender in exercising
any right or remedy under this Agreement or any other Financing Document and no
course of dealing between any Borrower and any Agent, any Issuing Bank or any
Lender shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy under this Agreement or any other Financing
Document preclude any other or further exercise thereof or the exercise of any
other right or remedy under this Agreement or any other Financing Document. The
rights and remedies herein expressly provided are cumulative and not exclusive
of any rights or remedies which any Borrower, any Agent, any Issuing Bank or any
Lender would otherwise have. No notice to or demand on any Borrower not required
under this Agreement or any other Financing Document in any case shall entitle
any Borrower to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of any Agent, any Issuing
Bank or the Lenders to any other or further action in any circumstances without
notice or demand.

     Section 10.4 PAYMENT OF EXPENSES, INDEMNITIES, ETC. Subject to Section
10.22 herein, each Borrower agrees to (and shall be jointly and severally liable
for):

          (a) EXPENSES. Whether or not the transactions hereby contemplated are
consummated, pay all reasonable out-of-pocket costs and expenses of each Agent,
and each Issuing Bank in the administration (both before and after the execution
hereof and including advice of counsel for each Agent as to the rights and
duties of such Agent and the Lenders with respect thereto) of, and in connection
with the preparation, execution and delivery of, recording or filing of,
preservation of rights under, enforcement of, interpretation of, and, after a
Default, refinancing, renegotiation or restructuring of, this Agreement, and the
other Financing Documents and any amendment, waiver or consent relating thereto
(including, but not limited to, the reasonable fees and disbursements, for such
purposes, of counsel for each Agent and, after Default, for any of the Lenders)
and promptly reimburse such Agent for all amounts expended, advanced, or
incurred by such Agent or the Lenders to satisfy any obligation of any Borrower
under this Agreement or any other Financing Document;


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          (b) INDEMNIFICATION. INDEMNIFY EACH AGENT, EACH ISSUING BANK AND EACH
LENDER, EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES, AGENTS AND AFFILIATES FROM, HOLD EACH OF THEM HARMLESS AGAINST,
AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, ANY AND ALL ACTIONS,
SUITS, PROCEEDINGS (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES),
CLAIMS, COSTS, LOSSES, LIABILITIES, DAMAGES OR EXPENSES OF ANY KIND OR NATURE
WHATSOEVER WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM
(WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY THERETO) AS A RESULT OF,
ARISING OUT OF OR IN ANY WAY RELATED TO (1) ANY ACTUAL OR PROPOSED USE BY ANY
BORROWER OF THE PROCEEDS OF ANY OF THE LOANS; OR (2) ANY OTHER ASPECT OF THIS
AGREEMENT AND THE FINANCING DOCUMENTS, INCLUDING BUT NOT LIMITED TO THE
REASONABLE FEES AND DISBURSEMENTS OF COUNSEL (INCLUDING ALLOCATED COSTS OF
INTERNAL COUNSEL) AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH
INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTION, SUIT,
PROCEEDING (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES) OR CLAIM, AND
INCLUDING ALL ACTIONS, SUITS, PROCEEDINGS (INCLUDING ANY INVESTIGATIONS,
LITIGATION OR INQUIRIES), CLAIMS, COSTS, LOSSES, LIABILITIES, DAMAGES OR
EXPENSES ARISING BY REASON OF ORDINARY NEGLIGENCE OF EACH AGENT, EACH ISSUING
BANK AND EACH LENDER, EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES, AGENTS AND AFFILIATES; PROVIDED, HOWEVER, THE PROVISIONS OF
THIS SECTION 10.4(B) SHALL NOT APPLY TO ANY ACTION, SUITS, PROCEEDINGS, CLAIMS,
COSTS, LOSSES, LIABILITIES, DAMAGES, OR EXPENSES TO THE EXTENT, BUT ONLY TO THE
EXTENT, DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT
JURISDICTION TO HAVE BEEN CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF THE PARTY SEEKING INDEMNIFICATION;

          (c) ENVIRONMENTAL INDEMNIFICATION. INDEMNIFY AND HOLD HARMLESS FROM
TIME TO TIME EACH AGENT, THE ISSUING BANKS AND THE LENDERS, EACH PERSON CLAIMING
BY, THROUGH, UNDER OR ON ACCOUNT OF ANY OF THE FOREGOING AND THE RESPECTIVE
DIRECTORS, OFFICERS, COUNSEL, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND
ASSIGNS OF EACH OF THE FOREGOING FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS,
COST RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND
LIABILITIES (WHICH RELATE TO OR ARISE AS A RESULT OF THE LOANS, THE LETTERS OF
CREDIT OR ANY FINANCING DOCUMENT) TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT
AND INCLUDING ANY AND ALL LOSSES, CLAIMS, COST RECOVERY ACTIONS, ADMINISTRATIVE
ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES (WHICH RELATE TO OR ARISE AS A
RESULT OF THE LOANS, THE LETTERS OF CREDIT OR ANY FINANCING DOCUMENT) ARISING BY
REASON OF THE ORDINARY NEGLIGENCE OF EACH AGENT, THE ISSUING BANKS AND THE
LENDERS, EACH PERSON CLAIMING BY, THROUGH, UNDER OR ON ACCOUNT OF ANY OF THE
FOREGOING AND THE RESPECTIVE DIRECTORS, OFFICERS, COUNSEL, EMPLOYEES, AGENTS,
AFFILIATES, SUCCESSORS AND ASSIGNS OF EACH OF THE FOREGOING (1) UNDER ANY
ENVIRONMENTAL LAW APPLICABLE TO ANY BORROWER OR ANY OF THEIR RESPECTIVE
PROPERTIES, INCLUDING WITHOUT LIMITATION, THE TREATMENT OR DISPOSAL OF HAZARDOUS
SUBSTANCES ON ANY OF THEIR RESPECTIVE PROPERTIES, (2) AS A RESULT OF THE BREACH
OR NON-COMPLIANCE BY ANY CREDIT PARTY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO
ANY


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CREDIT PARTY, (3) DUE TO PAST OWNERSHIP BY ANY CREDIT PARTY OF ANY OF THEIR
RESPECTIVE PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR RESPECTIVE PROPERTIES OR
PAST ACTIVITY ON ANY OF THEIR RESPECTIVE PROPERTIES WHICH, THOUGH LAWFUL AND
FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (4) THE
PRESENCE, USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES
ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY ANY CREDIT PARTY, OR (5) ANY
OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER FINANCING DOCUMENT; PROVIDED, HOWEVER, NO INDEMNITY SHALL
BE AFFORDED UNDER THIS SECTION 10.4(C) IN RESPECT OF ANY PROPERTY FOR ANY
OCCURRENCE ARISING PRIMARILY FROM THE ACTS OR OMISSIONS OF AN AGENT OR ANY
LENDER DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS
SHALL HAVE OBTAINED ACTUAL PHYSICAL POSSESSION OF SUCH PROPERTY (WHETHER BY
FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR
OTHERWISE); AND

          (d) ENVIRONMENTAL WAIVER. WITHOUT LIMITING THE FOREGOING PROVISIONS,
EACH BORROWER HEREBY DOES WAIVE, RELEASE AND COVENANT NOT TO BRING AGAINST ANY
OF THE PERSONS INDEMNIFIED IN THIS SECTION 10.4 ANY DEMAND, CLAIM, COST RECOVERY
ACTION OR LAWSUIT THEY MAY NOW OR HEREAFTER HAVE OR ACCRUE (WHICH RELATE TO OR
ARISE AS A RESULT OF THE LOANS, THE LETTERS OF CREDIT OR ANY FINANCING DOCUMENT)
ARISING FROM (1) ANY ENVIRONMENTAL LAW NOW OR HEREAFTER ENACTED (INCLUDING THOSE
APPLICABLE TO ANY BORROWER UNLESS THE ACTS OR OMISSIONS OF ANY SUCH PERSON OR
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ARE THE PRIMARY CAUSE OF THE
CIRCUMSTANCES GIVING RISE TO SUCH DEMAND, COST RECOVERY ACTION OR LAWSUIT, (2)
THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS
SUBSTANCES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY ANY CREDIT PARTY,
OR (3) THE BREACH OR NON-COMPLIANCE BY ANY CREDIT PARTY WITH ANY ENVIRONMENTAL
LAW OR ENVIRONMENTAL COVENANT APPLICABLE TO ANY BORROWER, UNLESS THE ACTS OR
OMISSIONS OF SUCH PERSON, ITS SUCCESSORS AND ASSIGNS ARE THE PRIMARY CAUSE OF
THE CIRCUMSTANCES GIVING RISE TO SUCH DEMAND, CLAIM, COST RECOVERY ACTION OR
LAWSUIT.

          (e) To the extent that the Borrowers fail to pay any amount required
to be paid by them to the Administrative Agent, the Canadian Administrative
Agent, the Issuing Banks or the Swingline Lender under paragraph (a), (b) or (c)
of this Section 10.4, each Lender severally agrees to pay to the Administrative
Agent, the Canadian Administrative Agent, the Issuing Banks or the Swingline
Lender, as the case may be, such Lender's Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided, that, the unreimbursed expense or
indemnified loss, claim, damage, penalty, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent, the
Canadian Administrative Agent, the Issuing Banks or the Swingline Lender in its
capacity as such.

If and to the extent that the obligations of the Borrowers under this Section
10.4 are unenforceable for any reason, each Borrower hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law. Each Borrower's obligations under this
Section 10.4 shall survive any termination of this Agreement and the payment of
the Lender Indebtedness. Notwithstanding the foregoing, in no event shall any
Canadian Borrower be required to pay any costs and expenses or indemnify any
Person pursuant to this Section 10.4 other than the Canadian


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Administrative Agent, any Issuing Bank with respect to Canadian Letters of
Credit or the Canadian Lenders each acting in its capacity as such (and the
officers, directors, employees, representatives, agents and affiliates of such
Persons acting in such capacities).

     Section 10.5 RIGHT OF SETOFF. In addition to and not in limitation of all
rights of offset that any Lender or any Issuing Bank may have under applicable
law, each Lender, each Issuing Bank and each other holder of any Lender
Indebtedness shall, upon the occurrence of any Event of Default and at any time
during the continuance thereof and whether or not such Lender, such Issuing Bank
or such holder has made any demand or Borrower's obligations are matured, have
the right at any time and from time to time, without notice to any Borrower (any
such notice being expressly waived by each Borrower) to set-off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by any Lender or any
Issuing Bank to or for the credit or the account of the applicable Borrower
against any and all of the Lender Indebtedness owing to such Lender or such
Issuing Bank by such Borrower then outstanding, subject to the provisions of
Section 2.9(f), (g), (h) and (i); provided, that, no Lender shall exercise any
right of offset with respect to any deposit of any Canadian Borrower to satisfy
any Lender Indebtedness which is not Canadian Lender Indebtedness.

     Section 10.6 BENEFIT OF AGREEMENT. This Agreement and the other Financing
Documents shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto, provided, that
no Borrower may assign or transfer any of its interest hereunder or thereunder
without the prior written consent of each Lender.

     Section 10.7 SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS.

          (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby (including any Affiliate of any Issuing Bank that issues any
Letter of Credit), except that (i) no Borrower may assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by any Borrower without
such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section. Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit), Participants (to the extent provided in
paragraph (c) of this Section) and, to the extent expressly contemplated hereby,
the Related Parties of each of Agent, each Issuing Bank and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans at the time owing to it) with the prior written
consent (such consent not to be unreasonably withheld) of:

               (A) the Borrower, provided, that no consent of the Borrower shall
     be required for an assignment to a Lender, an Affiliate of a Lender, an
     Approved Fund or, if an Event of Default has occurred and is continuing,
     any other assignee;

               (B) the Administrative Agent; and

               (C) the Issuing Banks.


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<PAGE>

          (ii) Assignments shall be subject to the following additional
conditions:

               (A) except in the case of an assignment to a Lender or an
     Affiliate of a Lender or an assignment of the entire remaining amount of
     the assigning Lender's Commitment, the amount of the Revolving Commitment
     subject to each such assignment (determined as of the date the Assignment
     and Assumption with respect to such assignment is delivered to the
     Administrative Agent) shall not be less than $5,000,000 unless each of the
     Borrower and the Administrative Agent otherwise consent, provided, that no
     such consent of the Borrower shall be required if an Event of Default has
     occurred and is continuing;

               (B) each partial assignment shall be made as an assignment of a
     proportionate part of all the assigning Lender's rights and obligations
     under this Agreement;

               (C) the parties to each assignment shall execute and deliver to
     the Administrative Agent an Assignment and Assumption, together with a
     processing and recordation fee of $3,500; and

               (D) the assignee, if it shall not be a Lender, shall deliver to
     the Administrative Agent an Administrative Questionnaire.

          For the purposes of this Section 10.7, the term "Approved Fund" has
the following meaning:

          "APPROVED FUND" means any Person (other than a natural person) that is
engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

          (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Section 2.15, Section 2.17, Section 2.19 and Section 10.4). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 10.7 shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.

          (iv) The Administrative Agent, acting for this purpose as an agent of
the Borrowers, shall maintain at one of its offices a copy of each Assignment
and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitment of, and principal amount of the
Loans and Reimbursement Obligations owing to, each Lender pursuant to the terms
hereof from time to time (the "REGISTER"). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent, the Issuing Banks and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by


                                                                             109

<PAGE>

the Borrower, the Issuing Bank and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.

          (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register;
provided, that if either the assigning Lender or the assignee shall have failed
to make any payment required to be made by it pursuant to Section 2.3(d)(4),
Section 2.4, Section 2.18, Section 2.24 or this Section 10.7, the Administrative
Agent shall have no obligation to accept such Assignment and Assumption and
record the information therein in the Register unless and until such payment
shall have been made in full, together with all accrued interest thereon. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

          (c) (1) Any Lender may, without the consent of any Borrower, the
Administrative Agent, any Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a "PARTICIPANT") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided, that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the Borrower, the
Administrative Agent, the Canadian Administrative Agent, the Issuing Banks and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
(iv) any Canadian Lender that intends to sell a participation to a Person which
is not a resident of Canada for purposes of the Income Tax Act (Canada) shall
give prior written notice thereof to the Canadian Borrowers. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided, that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in Section 10.2(a), 10.2(b) or 10.2(c) that
affects such Participant. Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Section 2.15, Section 2.17 and Section 2.19 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.5 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.18 as though it were a
Lender.

          (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.15, Section 2.17 or Section 2.19 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrowers' prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 2.19 unless the Borrowers are notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 2.19(f) as though it were a Lender.

          (d) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including without limitation any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or


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assignment of a security interest; provided, that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

     Section 10.8 GOVERNING LAW; SUBMISSION TO JURISDICTION; ETC.

          (a) GOVERNING LAW. This Agreement and the rights and obligations of
the parties hereunder shall be construed in accordance with and be governed by
the laws of the State of New York and, to the extent controlling, laws of the
United States of America.

          (b) SUBMISSION TO JURISDICTION. Any legal action or proceeding with
respect to this Agreement, or the other Financing Documents may be brought in
the courts of the State of New York or of the United States of America for the
Southern District of New York, and, by execution and delivery of this Agreement,
each Borrower hereby accepts for itself and in respect of its Property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Each
Borrower hereby irrevocably waives any objection, including, but not limited to,
any objection to the laying of venue or based on the grounds of Forum Non
Conveniens, which it may now or hereafter have to the bringing of any such
action or proceeding in such respective jurisdictions.

          (c) WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE
LAW, EACH OF THE BORROWERS, THE AGENTS, THE ISSUING BANKS AND THE LENDERS (i)
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO ANY FINANCING DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN;
(ii) IRREVOCABLY WAIVE ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES
OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFY THAT NO PARTY
HERETO NOR ANY REPRESENTATIVE OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (iv) ACKNOWLEDGE THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER FINANCING DOCUMENTS AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BASED UPON, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.

          (d) WAIVER OF CONSEQUENTIAL DAMAGES. To the maximum extent allowed by
applicable law, each Borrower, each Agent, the Issuing Banks and the Lenders (1)
irrevocably waive any right each may have to claim or recover in any such
litigation any special, exemplary, punitive or consequential damages, or damages
other than, or in addition to, actual damages; (2) certifies that no party
hereto nor any representative or counsel for any party hereto has represented,
expressly or otherwise, or implied that such party would not, in the event of
litigation, seek to enforce the foregoing waiver; and (3) acknowledges that it
has been induced to enter into this Agreement, the other Financing Documents and
the transactions contemplated hereby and thereby based upon, among other things,
the mutual waivers and certifications contained in this Section 10.8.

          (e) DESIGNATION OF PROCESS AGENT. Each Borrower hereby irrevocably
designates CT Corporation System, with an office on the date hereof at 350 North
St. Paul Street, Dallas, Texas 75201, as the designee, appointee and process
agent of such Borrower to receive, for and on behalf of such Borrower, service
of process in such respective jurisdictions in any legal action or proceeding
with respect to this Agreement, or the other Financing Documents. It is
understood that a copy of such process served on such Agent will be promptly
forwarded by mail to such Borrower at its address set forth opposite its
signature below, but the failure of any Borrower to receive such copy shall not
affect in any


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way the service of such process. Each Borrower further irrevocably consents to
the service of process of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the Company at its said address, such service to become
effective 30 days after such mailing.

          (f) SERVICE OF PROCESS. Nothing herein shall affect the right of
Administrative Agent or any Lender to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
any Borrower in any other jurisdiction.

          (g) "JUDGMENT CURRENCY".

               (i) If, for the purpose of obtaining or enforcing any judgment
     against any Borrowers or any Credit Party in any court in any jurisdiction,
     it becomes necessary to convert into any other currency (such other
     currency being hereinafter in this Section 10.8(g) referred to as the
     "JUDGMENT CURRENCY") an amount due under any Financing Document in any
     currency (the "OBLIGATION CURRENCY") other than the Judgment Currency, the
     conversion shall be made at the rate of exchange prevailing on the Business
     Day immediately preceding (i) the date of actual payment of the amount due,
     in the case of any proceeding in the courts of any jurisdiction that will
     give effect to such conversion being made on such date, or (ii) the date on
     which the judgment is given, in the case of any proceeding in the courts of
     any other jurisdiction (the applicable date as of which such conversion is
     made pursuant to this Section 10.8(g) being hereinafter in this Section
     10.8(g) referred to as the "JUDGMENT CONVERSION DATE ").

               (ii) If, in the case of any proceeding in the court of any
     jurisdiction referred to in Section 10.8(g)(i), there is a change in the
     rate of exchange prevailing between the Judgment Conversion Date and the
     date of actual receipt for value of the amount due, the applicable Borrower
     or Credit Party shall pay such additional amount (if any, but in any event
     not lesser amount) as may be necessary to ensure that the amount actually
     received in the Judgment Currency, when converted at the rate of exchange
     prevailing on the date of payment, will produce the amount of the
     Obligation Currency which could have been purchased with the amount of the
     Judgment Currency stipulated in the judgment or judicial order at the rate
     of exchange prevailing on the Judgment Conversion Date. Any amount due from
     a Borrower or Credit Party under Section 10.8(g)(ii) shall be due as a
     separate debt and shall not be affected by judgment being obtained for any
     other amounts due under or in respect of any of the Financing Documents.

               (iii) The term "RATE OF EXCHANGE" in this Section 10.8(g) means
     the rate of exchange at which the Administrative Agent would, on the
     relevant date at or about 12:00 noon (New York time), be prepared to sell
     the Obligation Currency against the Judgment Currency.

     Section 10.9 INDEPENDENT NATURE OF LENDERS' RIGHTS. The amounts payable at
any time hereunder to each Lender shall be a separate and independent debt, and
each Lender shall be entitled to protect and enforce its rights arising out of
this Agreement, and it shall not be necessary for any other Lender to be joined
as an additional party in any proceeding for such purpose.

     Section 10.10 INVALIDITY. In the event that any one or more of the
provisions contained in this Agreement or in any other Financing Document shall,
for any reason, be held invalid, illegal or unenforceable in any respect, (a)
each Borrower agrees that such invalidity, illegality or unenforceability shall
not affect any other provision of this Agreement or any other Financing Document
and (b) each Borrower and the Administrative Agent (acting on behalf and at the
direction of the Lenders) and the Canadian Administrative Agent (acting on
behalf and at the direction of the Canadian Lenders) will negotiate in good
faith to amend such provision so as to be legal, valid, and enforceable.


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     Section 10.11 RENEWAL, EXTENSION OR REARRANGEMENT. All provisions of this
Agreement and of any other Financing Documents relating to other Lender
Indebtedness shall apply with equal force and effect to each and all promissory
notes hereafter executed which in whole or in part represent a renewal,
extension for any period, increase or rearrangement of any part of the Lender
Indebtedness originally represented by or of any part of such other Lender
Indebtedness.

     Section 10.12 CONFIDENTIALITY. The Administrative Agent, the Canadian
Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section 10.12, to any assignee of or Participant in, or
any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (g) with the consent of the Borrowers or (h) to the extent
such Information (1) becomes publicly available other than as a result of a
breach of this Section 10.12 or (2) becomes available to the Administrative
Agent, the Canadian Administrative Agent, any Issuing Bank or any Lender on a
non-confidential basis from a source other than a Borrower. For the purposes of
this Section 10.12, "INFORMATION" means all information received from any
Borrower relating to a Borrower or its business, other than any such information
that is available to the Administrative Agent, the Canadian Administrative
Agent, any Issuing Bank or any Lender on a non-confidential basis prior to
disclosure by a Borrower. Any Person required to maintain the confidentiality of
Information as provided in this Section 10.12 shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Each Borrower
acknowledges that the Administrative Agent or the Canadian Administrative Agent
may be providing debt financing, equity capital or other services (including
financial advisory services) to other companies in respect of which a Credit
Party may have conflicting interests regarding the transactions contemplated by
this Agreement or the other Financing Documents. The Administrative Agent and
the Canadian Administrative Agent will not use confidential information obtained
from any Credit Party by virtue of the transaction contemplated by this
Agreement or the other Financing Documents or their other relationships with the
Borrower in connection with the performance by the Administrative Agent and the
Canadian Administrative Agent of services for other companies, and the
Administrative Agent and the Canadian Administrative Agent will not furnish any
such information to other companies. Each Borrower also acknowledges that the
Administrative Agent and the Canadian Administrative Agent has no obligation to
use in connection with the transactions contemplated by this Agreement or the
other Financing Documents, or to furnish to any Credit Party, confidential
information obtained from other companies.

     Section 10.13 INTEREST. It is the intention of the parties hereto to
conform strictly to usury laws applicable to each Agent, the Issuing Banks and
the Lenders (collectively, the "FINANCING PARTIES") and the Transactions.
Accordingly, if the Transactions would be usurious as to any Financing Party
under laws applicable to it, then, notwithstanding anything to the contrary in
this Agreement or in any other Financing Document or agreement entered into in
connection with the Transactions or as security for Lender Indebtedness, it is
agreed as follows: (a) the aggregate of all consideration which constitutes
interest under law applicable to any Financing Party that is contracted for,
taken, reserved, charged or received by such Financing Party under this
Agreement or under any of such other Financing Documents or agreements or
otherwise in connection with the Transactions shall under no circumstances
exceed the maximum amount allowed by such applicable law, (b) in the event that
the maturity of Lender


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Indebtedness is accelerated for any reason, or in the event of any required or
permitted prepayment, then such consideration that constitutes interest under
law applicable to any Financing Party may never include more than the maximum
amount allowed by such applicable law, and (c) excess interest, if any, provided
for in this Agreement or otherwise in connection with the Transactions shall be
canceled automatically by such Financing Party and, if theretofore paid, shall
be credited by such Financing Party on the principal amount of the Borrower's
Indebtedness to such Financing Party (or, to the extent that the principal
amount of the Borrower's Indebtedness to such Financing Party shall have been or
would thereby be paid in full, refunded by such Financing Party to the
Borrowers). The right to accelerate the maturity of Lender Indebtedness does not
include the right to accelerate any interest which has not otherwise accrued on
the date of such acceleration, and the Financing Parties do not intend to
collect any unearned interest in the event of acceleration. All sums paid or
agreed to be paid to the Financing Parties for the use, forbearance or detention
of sums included in the Lender Indebtedness shall, to the extent permitted by
law applicable to such Financing Party, be amortized, prorated, allocated and
spread throughout the full term of this Agreement until payment in full so that
the rate or amount of interest on account of the Lender Indebtedness does not
exceed the applicable usury ceiling, if any. As used in this Section 10.13, the
terms "APPLICABLE LAW" or "LAWS APPLICABLE TO ANY FINANCING PARTY" shall mean
the law of any jurisdiction whose laws may be mandatorily applicable
notwithstanding other provisions of this Agreement, or law of the United States
of America or Canada applicable to any Financing Party and the Transactions
which would permit such Financing Party to contract for, charge, take, reserve
or receive a greater amount of interest than under such jurisdiction's law.

     Section 10.14 ENTIRE AGREEMENT. This Agreement and the other Financing
Documents embody the entire agreement and understanding between the
Administrative Agent, the Canadian Administrative Agent, the Issuing Banks or
the Lenders and the other respective parties hereto and thereto and supersede
all prior agreements and understandings between such parties relating to the
subject matter hereof and thereof and may not be contradicted by evidence of
prior, contemporaneous agreements of the parties. There are no unwritten oral
agreements between the parties.

     Section 10.15 ATTACHMENTS. The exhibits, schedules and annexes attached to
this Agreement are incorporated herein and shall be considered a part of this
Agreement for the purposes stated herein, except that in the event of any
conflict between any of the provisions of such exhibits and the provisions of
this Agreement, the provisions of this Agreement shall prevail.

     Section 10.16 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original but all of which
shall together constitute one and the same instrument.

     Section 10.17 SURVIVAL OF INDEMNITIES. The Borrowers' obligations under
Section 2.15, Section 2.17, Section 2.19 and Section 10.4 shall survive the
payment in full of the Loans and the Letter of Credit Liabilities.

     Section 10.18 HEADINGS DESCRIPTIVE. The headings of the several sections
and subsections of this Agreement, and the table of contents, are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.

     Section 10.19 SATISFACTION REQUIREMENT. If any agreement, certificate,
instrument or other writing, or any action taken or to be taken, is by the terms
of this Agreement required to be satisfactory to any party, the determination of
such satisfaction shall be made by such party in its sole and exclusive judgment
exercised reasonably and in good faith.


                                                                             114

<PAGE>

     Section 10.20 EXCULPATION PROVISIONS. Each of the parties hereto
specifically agrees that it has a duty to read this Agreement and the other
Financing Documents and agrees that it is charged with notice and knowledge of
the terms of this Agreement and the other Financing Documents; that it has in
fact read this Agreement and is fully informed and has full notice and knowledge
of the terms, conditions and effects of this Agreement; that it has been
represented by legal counsel of its choice throughout the negotiations preceding
its execution of this Agreement and the other Financing Documents; and has
received the advice of its attorneys in entering into this Agreement and the
other Financing Documents; and that it recognizes that certain of the terms of
this Agreement and the other Financing Documents result in one party assuming
the liability inherent in some aspects of the transaction and relieving the
other party of its responsibility for such liability. Each party hereto agrees
and covenants that it will not contest the validity or enforceability of any
exculpatory provision of this Agreement and the other Financing Documents on the
basis that the party had no notice or knowledge of such provision or that the
provision is not "conspicuous."

     Section 10.21 SECURED AFFILIATE; CASH MANAGEMENT AFFILIATE. For purposes of
this Agreement and all other Financing Documents (other than applicable Swap
Agreements and Cash Management Agreements), if a Secured Affiliate or Cash
Management Affiliate of a Lender has entered into one or more Swap Agreements or
Cash Management Agreements with any Credit Party, then to the extent that such
Secured Affiliate or Cash Management Affiliate has rights against or is owed
obligations by (or if the affiliated Lender, rather than the Secured Affiliate
or Cash Management Affiliate, were the counter-party to the applicable Swap
Agreement or the other party to the applicable Cash Management Agreement, such
rights or obligations that such Lender has) the Borrowers hereunder or under any
other Financing Document (other than applicable Swap Agreements and Cash
Management Agreements), such affiliated Lender shall be the agent and
attorney-in-fact for such Secured Affiliate or Cash Management Affiliate with
regard to any such rights and obligations, or deemed rights and obligations, as
if such Lender were the counter-party to the applicable Swap Agreement or the
other party to the applicable Cash Management Agreement including, but not
limited to, the following: (a) all distributions or payments in respect of
Collateral owing to such Secured Affiliate or Cash Management Affiliate shall be
distributed or paid to such Lender, (b) all representations, statements or
disclaimers made herein or in any Financing Document by or to such Lender shall
be deemed to have been made by or to such Secured Affiliate or Cash Management
Affiliate, (c) all obligations incurred by such Lender that would have been
incurred by the Secured Affiliate or Cash Management Affiliate if it were a
party hereto shall be the obligations of such Lender, and such Lender, as the
agent and attorney-in-fact of its Secured Affiliate or Cash Management
Affiliate, will make any and all payments owing to the Administrative Agent or
Canadian Administrative Agent with respect to such obligations or deemed
obligations of its Secured Affiliate or Cash Management Affiliate. Each such
Lender represents, warrants and covenants to and with the Administrative Agent
and the Canadian Administrative Agent that such Lender has, or at all applicable
times will have, full power and authority to act as Agent and attorney-in-fact
for its Secured Affiliates or Cash Management Affiliates. Under no circumstance
shall any Secured Affiliate or Cash Management Affiliate have any voting rights
hereunder and the voting rights of any affiliated Lender shall not be increased
by virtue of the obligations owing to any such Secured Affiliate or Cash
Management Affiliate.

     Section 10.22 NO FINANCIAL ASSISTANCE BY CANADIAN CREDIT PARTIES.
Notwithstanding any provision of this Agreement or any of the other Financing
Documents to the contrary (including, without limitation, Section 10.4 and
Section 10.17 of this Agreement) no Canadian Credit Party will have any
liability hereunder or thereunder for, nor shall any of the assets of any such
Canadian Credit Party (including proceeds of any Collateral owned by any such
Canadian Credit Party) be applied against or issued to satisfy or offset, any
indebtedness, obligations or liabilities (actual or contingent) of any Person
which is not indebtedness, an obligation, or a liability of a Canadian Borrower;
provided, that, nothing contained herein shall limit or impair the rights of any
Agent, any Lender or any Secured Affiliate or the liability or obligation of any
Canadian Credit Party with respect to the Canadian Lender Indebtedness,


                                                                             115

<PAGE>

including, without limitation, any Swap Agreements or Cash Management Agreements
entered into with any Canadian Credit Party.

     Section 10.23 MISSOURI LAW PROVISION. ORAL AGREEMENTS OR COMMITMENTS TO
LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS
OF THE LEGAL THEORY ON WHICH IT IS BASED, THAT IS, IN ANY WAY RELATED TO THIS
AGREEMENT. TO PROTECT THE BORROWERS AND THE LENDERS FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN
THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed as of the date first above written.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


                                                                             116

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

US BORROWERS:                          MAVERICK TUBE CORPORATION


                                       By:
                                           -------------------------------------
                                           Joyce M. Schuldt
                                           Senior Vice President-Finance,
                                           Chief Financial Officer & Secretary


                                       MAVERICK TUBE, L.P.

                                       By: Maverick GP, LLC, its general partner

                                       By: Maverick Tube Corporation,
                                           its sole member


                                       By:
                                           -------------------------------------
                                           Joyce M. Schuldt
                                           Senior Vice President-Finance,
                                           Chief Financial Officer & Secretary


                                       MAVERICK GP, LLC

                                       By: Maverick Tube Corporation,
                                           its sole member


                                       By:
                                           -------------------------------------
                                           Joyce M. Schuldt
                                           Senior Vice President-Finance,
                                           Chief Financial Officer & Secretary


                                       PRECISION TUBE HOLDING LLC

                                       By: Maverick Tube Corporation,
                                           its sole member


                                       By:
                                           -------------------------------------
                                           Joyce M. Schuldt
                                           Senior Vice President-Finance,
                                           Chief Financial Officer & Secretary

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                       MAVERICK INVESTMENT LLC

                                       By: Maverick Tube Corporation,
                                           its sole member


                                       By:
                                           -------------------------------------
                                           Joyce M. Schuldt
                                           Senior Vice President-Finance,
                                           Chief Financial Officer & Secretary


                                       PRECISION GP, LLC

                                       By: Maverick Tube Corporation,
                                           its sole member


                                       By:
                                           -------------------------------------
                                           Joyce M. Schuldt
                                           Senior Vice President-Finance,
                                           Chief Financial Officer & Secretary


                                       PRECISION TUBE TECHNOLOGY, L.P.

                                       By: Precision GP, LLC,
                                           its general partner

                                       By: Maverick Tube Corporation,
                                           its sole member


                                       By:
                                           -------------------------------------
                                           Joyce M. Schuldt
                                           Senior Vice President-Finance,
                                           Chief Financial Officer & Secretary


                                       MAVERICK C&P, INC.


                                       By:
                                           -------------------------------------
                                           Joyce M. Schuldt
                                           Senior Vice President-Finance,
                                           Chief Financial Officer & Secretary

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        SEAC ACQUISITION, LLC

                                        By: Maverick Tube Corporation, its sole
                                            member


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance,
                                            Chief Financial Officer & Secretary


                                        SEACAT, L.P.

                                        By: Precision GP, LLC, its general
                                            partner

                                        By: Maverick Tube Corporation, its sole
                                            member


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance, Chief
                                            Financial Officer & Secretary


                                        TUBULAR TRANSPORT SERVICES, INC.


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance, Chief
                                            Financial Officer & Secretary

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        REPUBLIC CONDUIT MANUFACTURING

                                        By: Republic Conduit Holding, LLC, a
                                            general partner

                                        By: Maverick C&P, Inc., a general
                                            partner


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance,
                                            Chief Financial Officer & Secretary


                                        REPUBLIC CONDUIT HOLDING, LLC

                                        By: Maverick C&P, Inc., its sole member


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance, Chief
                                            Financial Officer & Secretary

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

CANADIAN BORROWERS:                     PRUDENTIAL STEEL LTD.


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance,
                                            Chief Financial Officer & Secretary


                                        MAVERICK TUBE INTERNATIONAL
                                        HOLDINGS, INC.


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance,
                                            Chief Financial Officer & Secretary


                                        MAVERICK TUBE CANADA ULC


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance,
                                            Chief Financial Officer & Secretary


                                        MAVERICK TUBE CANADA GP LTD.


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance,
                                            Chief Financial Officer & Secretary

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        MAVERICK TUBE CANADA L.P.

                                        By: Maverick Tube Canada GP Ltd. its
                                            general partner


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance,
                                            Chief Financial Officer &
                                            Secretary


                                        MAVERICK TUBE (CANADA) INC.


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance,
                                            Chief Financial Officer & Secretary


                                        PRUDENTIAL STEEL HOLDINGS, ULC


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance,
                                            Chief Financial Officer & Secretary


                                        MAVERICK EXCHANGECO (NOVA SCOTIA) ULC


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance,
                                            Chief Financial Officer & Secretary

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        PRECISION TUBE CANADA LIMITED


                                        By:
                                            ------------------------------------
                                            Joyce M. Schuldt
                                            Senior Vice President-Finance,
                                            Chief Financial Officer & Secretary

                                        Address for notice for all Borrowers:

                                        Maverick Tube Corporation
                                        16401 Swingley Ridge Road, Suite 700
                                        Chesterfield, Missouri 63017
                                        Attn:  Joyce M. Schuldt
                                        Fax:   636-733-1671
                                        Phone: 636-733-1863

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

LENDERS:                                JPMORGAN CHASE BANK, N.A.,
                                        individually, as an Issuing Bank, as the
                                        Administrative Agent, as the US
                                        Swingline Lender and a US Revolving
                                        Lender


                                        By:
                                            ------------------------------------
                                            J. Richard Hawk,
                                            Vice President

                                        Address: 2200 Ross Avenue, 3rd Floor
                                                 Dallas, Texas 75201
                                        Attention: J. Richard Hawk
                                        Telephone: 214-965-2250
                                        Telecopy:  214-965-4731


                                        JPMORGAN CHASE BANK, N.A., TORONTO
                                        BRANCH, individually, as an Issuing
                                        Bank, as the Canadian Administrative
                                        Agent, and as a Canadian Revolving
                                        Lender


                                        By:
                                            ------------------------------------
                                            Michael N. Tam,
                                            Vice President

                                        Address: 161 Bay Street, Suite 4240
                                                 Toronto, Ontario, M5J 2S1
                                                 Canada
                                        Attention: Michael N. Tam
                                        Telephone: 416-365-5261
                                        Telecopy:  416-363-7574

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as the Documentation  Agent and as a
                                        US Revolving Lender


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

                                        Address:   500 West Monroe Street
                                                   Chicago, Illinois 60661
                                        Attention: Brian Benz
                                        Telephone: 312-441-6715
                                        Telecopy:  312-463-3840

                                        with a copy to:

                                        Address:   General Electric Capital
                                                   Corporation
                                                   201 High Ridge Road
                                                   Stamford, Connecticut
                                                   06927-5100
                                        Attention: Region Counsel -
                                                   Commercial Finance
                                        Telephone: 203-357-4379
                                        Telecopy:  203-316-7822

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        GE CANADA FINANCE HOLDING COMPANY,
                                        as a Canadian Lender


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

                                        Address:   500 West Monroe Street
                                                   Chicago, Illinois 60661
                                        Attention: Brian Benz
                                        Telephone: 312-441-6715
                                        Telecopy:  312-463-3840

                                        with a copy to:

                                        Address:   GE Capital Commercial
                                                   Finance, Inc.
                                                   201 High Ridge Road
                                                   Stamford, Connecticut
                                                   06927-5100
                                        Attention: Region Counsel -
                                                   Commercial Finance
                                        Telephone: 203-357-4379
                                        Telecopy:  203-316-7822

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        THE CIT GROUP/BUSINESS CREDIT, INC.,
                                        as the Syndication Agent and as a
                                        US Revolving Lender


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

                                        Address:   5420 LBJ Freeway, Suite 200
                                                   Dallas, Texas 75240
                                        Attention: Regional Credit Manager
                                        Telephone: 972-455-1600
                                        Telecopy:  972-455-1690

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        CIT BUSINESS CREDIT CANADA INC.,
                                        as a Canadian Lender


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

                                        Address:   207 Queens Quay West,
                                                   Suite 200
                                                   Toronto, Ontario Canada
                                                   M5J1A7
                                        Attention: Donald Roger
                                        Telephone: 416-507-5056
                                        Telecopy:  416-507-5100

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        BANK OF AMERICA, N.A., as a Co-Agent and
                                        as a US Revolving Lender


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

                                        Address:   20800 Swenson Drive,
                                                   Suite 350
                                                   Waukesha, Wisconsin 53186
                                        Attention: Edward M. Bartkowski
                                        Telephone: 262-798-4812
                                        Telecopy:  262-798-4882

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        FLEET CAPITAL GLOBAL FINANCE INC.,
                                        as a Canadian Lender


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

                                        Address: 20800 Swenson Drive, Suite 350
                                                 Waukesha, Wisconsin 53186
                                        Attention: Edward M. Bartkowski
                                        Telephone: 262-798-4812
                                        Telecopy: 262-798-4882

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        U.S. BANK, NATIONAL ASSOCIATION,
                                        as a Co-Agent and a US Revolving Lender


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

                                        Address: c/o US Bank Business Credit
                                                 One US Bank Plaza
                                                 SL-MO-T5BC
                                                 St. Louis, Missouri 63101
                                        Attention: Jeff Patton
                                        Telephone: 314-418-3995
                                        Telecopy: 314-418-8555

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        U.S. BANK NATIONAL ASSOCIATION,
                                        CANADA BRANCH, as a Canadian Lender


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

                                        Address: 2300-120 Adelaide Street West
                                                 Toronto, ON, M5H-1T1
                                        Attention: Kevin Jephcott
                                        Telephone: 416-306-3507
                                        Telecopy: 416-306-3599

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        ROYAL BANK OF CANADA, as a Co-Agent and
                                        as a US Revolving Lender


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

                                        Address: 5700 Williams Tower
                                                 2800 Post Oak Blvd.
                                                 Houston, Texas 77056
                                        Attention: Lorne Gartner
                                        Telephone: 713-406-5662
                                        Telecopy: 713-403-5624

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        ROYAL BANK OF CANADA,
                                        as a Canadian Lender


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

                                        Address: 11th Floor, 335 8th Avenue SW
                                                 Calgary, Alberta T2P1C9
                                        Attention: Darren Eurich
                                        Telephone: 403-292-8305
                                        Telecopy: 403-292-3154

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        WELLS FARGO FOOTHILL, LLC, as a US
                                        Revolving Lender


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

                                        Address:   2450 Colorado Avenue, 3000W
                                                   Santa Monica, California
                                                   90404
                                        Attention: Dennis King
                                        Telephone: 310-453-7220
                                        Telecopy:  310-453-7446

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        WELLS FARGO FINANCIAL CORPORATION
                                        CANADA, as a Canadian Lender


                                        By:
                                            ------------------------------------
                                        Name: Nick Scarfo
                                        Title: Vice President

                                        Address:   55 Standish Court, Suite 400
                                                   Mississauga, Ontario L5R 4J4
                                        Attention: Nick Scarfo
                                        Telephone: 905-755-7051
                                        Telecopy:  905-755-7106

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        NATIONAL CITY BUSINESS CREDIT, INC., as
                                        a Co-Agent and as a US Revolving Lender


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

                                        Address:   1965 E. 6th Street, Suite 400
                                                   Locator #3049
                                                   Cleveland, Ohio 44114
                                        Attention: Terry Graffis
                                        Telephone: 216-222-3252
                                        Telecopy:  216-222-9555

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                              DATED AUGUST 5, 2005
                                  BY AND AMONG
    MAVERICK TUBE CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS,
             JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT,
                   JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
                      AS THE CANADIAN ADMINISTRATIVE AGENT,
           AND FINANCIAL INSTITUTIONS PARTIES THERETO, AS THE LENDERS

                                        NATIONAL CITY BANK, CANADA BRANCH, as
                                        a Canadian Lender


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

                                        Address:   130 King Street West, Suite
                                                   2140 Toronto, Ontario M5X
                                                   1E4 Canada
                                        Attention: Andrew Riddell and Bill Hines
                                        Telephone: 416-361-1744
                                        Telecopy:  416-361-0085

<PAGE>

                                     ANNEX I

<TABLE>
<CAPTION>
                                                US REVOLVING CREDIT   CANADIAN REVOLVING   US SWINGLINE LOAN
                   LENDER                           COMMITMENT         CREDIT COMMITMENT       COMMITMENT
---------------------------------------------   -------------------   ------------------   -----------------
<S>                                             <C>                   <C>                  <C>
JPMorgan Chase Bank, N.A.                         $    49,920,000                   --       $   40,000,000
JPMorgan Chase Bank, N.A., Toronto Branch                      --       $   12,480,000                   --
General Electric Capital Corporation              $    47,840,000                   --                   --
GE Canada Finance Holding Company                              --       $   11,960,000                   --
The CIT Group/Business Credit, Inc.               $    47,840,000                   --                   --
CIT Business Credit Canada Inc.                                --       $   11,960,000                   --
Bank of America, N.A.                             $    31,200,000                   --                   --
Fleet Capital Global Finance Inc.                              --       $    7,800,000                   --
U.S. Bank, National Association                   $    20,800,000                   --
U.S. Bank National Association, Canada Branch                  --       $    5,200,000                   --
Royal Bank of Canada                              $    20,800,000       $    5,200,000                   --
Wells Fargo Foothill, LLC                         $    20,800,000                   --                   --
Wells Fargo Financial Corporation Canada                       --       $    5,200,000                   --
National City Business Credit, Inc.               $    20,800,000                   --                   --
National City Bank, Canada Branch                              --       $    5,200,000                   --
TOTAL:                                            $260,000,000.00       $65,000,000.00       $40,000,000.00
</TABLE>


                                                                Annex I - Page 1

<PAGE>

                                    EXHIBIT A

                        FORM OF ASSIGNMENT AND ASSUMPTION


                                                              Exhibit A - Page 1

<PAGE>

                                   EXHIBIT B-1

                        FORM OF US BORROWING BASE REPORT


                                                            Exhibit B-1 - Page 1

<PAGE>

                                   EXHIBIT B-2

                     FORM OF CANADIAN BORROWING BASE REPORT


                                                            Exhibit B-2 - Page 1

<PAGE>

                                   EXHIBIT C-1

                            FORM OF BORROWING REQUEST
                           (US REVOLVING CREDIT LOAN)


                                                            Exhibit C-1 - Page 1

<PAGE>

                                   EXHIBIT C-2

                            FORM OF BORROWING REQUEST
                        (CANADIAN REVOLVING CREDIT LOANS)


                                                            Exhibit C-2 - Page 1

<PAGE>

                                   EXHIBIT C-3

                    FORM OF REQUEST FOR US LETTERS OF CREDIT


                                                            Exhibit C-3 - Page 1

<PAGE>

                                   EXHIBIT C-4

                 FORM OF REQUEST FOR CANADIAN LETTERS OF CREDIT


                                                            Exhibit C-4 - Page 1

<PAGE>

                                   EXHIBIT C-5

                            FORM OF BORROWING REQUEST
                              (US SWINGLINE LOANS)


                                                            Exhibit C-5 - Page 1

<PAGE>

                                   EXHIBIT D-1

                      FORM OF CANADIAN REAL ESTATE MORTGAGE


                                                            Exhibit D-1 - Page 1

<PAGE>

                                   EXHIBIT D-2

                 FORM OF CANADIAN ASSIGNMENT OF LEASES AND RENTS


                                                            Exhibit D-2 - Page 1

<PAGE>

                                    EXHIBIT E

                       FORM OF CANADIAN SECURITY AGREEMENT


                                                              Exhibit E - Page 1

<PAGE>

                                    EXHIBIT F

                      FORM OF COMMITMENT INCREASE AGREEMENT


                                                              Exhibit F - Page 1

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                                    EXHIBIT G

                     FORM OF GUARANTY AND SECURITY AGREEMENT


                                                              Exhibit G - Page 1

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                                    EXHIBIT H

                          FORM OF NEW LENDER AGREEMENT


                                                              Exhibit H - Page 1

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                                    EXHIBIT I

                      FORM OF PERFECTION CERTIFICATE UPDATE


                                                              Exhibit I - Page 1

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                                    EXHIBIT J

                         FORM OF US REAL ESTATE MORTGAGE


                                                              Exhibit J - Page 1

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                                    EXHIBIT K

                           FORM OF B/A EQUIVALENT NOTE


                                                              Exhibit K - Page 1

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                                    EXHIBIT L

                       FORM OF BORROWER JOINDER AGREEMENT


                                                              Exhibit L - Page 1

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                                    EXHIBIT M

                         FORM OF COMPLIANCE CERTIFICATE


                                                              Exhibit M - Page 1

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                                   EXHIBIT N-1

                         FORM OF INTERIM ACCOUNT REPORT
                                 (US BORROWERS)


                                                            Exhibit N-1 - Page 1

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                                   EXHIBIT N-2

                         FORM OF INTERIM ACCOUNT REPORT
                              (CANADIAN BORROWERS)


                                                            Exhibit N-2 - Page 1

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                                   EXHIBIT O-1

                      FORM OF INVENTORY DESIGNATION REPORT
                                 (US BORROWERS)


                                                            Exhibit O-1 - Page 1

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                                   EXHIBIT O-2

                      FORM OF INVENTORY DESIGNATION REPORT
                              (CANADIAN BORROWERS)


                                                            Exhibit O-2 - Page 1

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                                    EXHIBIT P

                      FORM OF CERTIFICATE OF EFFECTIVENESS


                                                              Exhibit P - Page 1