##### 









HUB INTERNATIONAL LIMITED

As Borrower


-and -

BANK OF MONTREAL

As Lender












---

AMENDED AND RESTATED

CREDIT AGREEMENT


Dated as of April 23, 2004




---







Fraser Milner Casgrain LLP

42nd Floor


1 First Canadian Place


Toronto, Ontario


M5X 1B2






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TABLE OF CONTENTS

|                                               |  |                                                         |  |  |    | 
|---------------------------------------------- |  | ------------------------------------------------------- |  |  | -- | 
|ARTICLE 1
    DEFINITIONS AND ACCOUNTING TERMS
|Section 1.1                                    |  | Defined Terms                                           |  |  | 5  | 
|Section 1.2                                    |  | Computation of Time Periods                             |  |  | 16 | 
|Section 1.3                                    |  | Accounting Terms                                        |  |  | 17 | 
|Section 1.4                                    |  | Extended Meanings                                       |  |  | 17 | 
|Section 1.5                                    |  | Incorporation of Schedules                              |  |  | 17 | 
|Section 1.6                                    |  | Headings and Table of Contents                          |  |  | 17 | 
|Section 1.7                                    |  | Singular, Plural, Gender                                |  |  | 17 | 
|Section 1.8                                    |  | Conflict                                                |  |  | 17 | 
|Section 1.9                                    |  | Currency                                                |  |  | 17 | 
|Section 1.10                                   |  | Time                                                    |  |  | 17 | 
|Section 1.11                                   |  | Control                                                 |  |  | 18 | 
|Section 1.12                                   |  | Wholly Owned Subsidiary                                 |  |  | 18 | 
|Section 1.13                                   |  | References to Conversion of Advances                    |  |  | 18 | 
|                                              
|ARTICLE 2
    THE CREDIT FACILITIES           
|                                              
|Section 2.1                                    |  | Credit Facility                                         |  |  | 18 | 
|Section 2.2                                    |  | Drawdown Availability                                   |  |  | 18 | 
|Section 2.3                                    |  | Renewal of Drawdown Period                              |  |  | 19 | 
|Section 2.4                                    |  | Term Obligations                                        |  |  | 19 | 
|Section 2.5                                    |  | Advance Requests                                        |  |  | 19 | 
|Section 2.6                                    |  | Advances under the Credit Facility                      |  |  | 20 | 
|Section 2.7                                    |  | Currency                                                |  |  | 20 | 
|Section 2.8                                    |  | Conversion of Advance                                   |  |  | 20 | 
|Section 2.9                                    |  | LIBOR Maturity                                          |  |  | 21 | 
|Section 2.10                                   |  | Certain Provisions Relating to Bankers
    Acceptances |  |  | 21 | 
|Section 2.11                                   |  | Reduction or Termination of Commitment                  |  |  | 23 | 
|Section 2.12                                   |  | Use of Proceeds                                         |  |  | 23 | 
|                                              
|ARTICLE 3
    INTEREST AND FEES               
|                                              
|Section 3.1                                    |  | Interest on Prime Rate Loans                            |  |  | 23 | 
|Section 3.2                                    |  | Interest on U.S. Base Rate Loans                        |  |  | 23 | 
|Section 3.3                                    |  | Interest on LIBOR Loans                                 |  |  | 24 | 
|Section 3.4                                    |  | Acceptance Fee                                          |  |  | 24 | 
|Section 3.5                                    |  | Standby Fee                                             |  |  | 24 | 
|Section 3.6                                    |  | Reimbursement Obligations                               |  |  | 24 | 



2




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|                                              |  |                                                |  |  |    | 
|--------------------------------------------- |  | ---------------------------------------------- |  |  | -- | 
|Section 3.7                                   |  | Fixed Rate Option                              |  |  | 24 | 
|Section 3.8                                   |  | Yearly Rate Statements                         |  |  | 25 | 
|                                             
|ARTICLE 4
    REPAYMENT OF OBLIGATIONS       
|                                             
|Section 4.1                                   |  | Repayment on Maturity                          |  |  | 25 | 
|Section 4.2                                   |  | Voluntary Repayment                            |  |  | 25 | 
|Section 4.3                                   |  | Mandatory Repayment of Credit Facility         |  |  | 25 | 
|Section 4.4                                   |  | Scheduled Repayment of Obligations             |  |  | 26 | 
|                                             
|ARTICLE 5
    PAYMENTS AND ACCOUNTS          
|                                             
|Section 5.1                                   |  | Maintenance of Accounts                        |  |  | 26 | 
|Section 5.2                                   |  | Payments by Borrower                           |  |  | 26 | 
|Section 5.3                                   |  | Due Date of Payments                           |  |  | 26 | 
|Section 5.4                                   |  | Time of Payments                               |  |  | 27 | 
|Section 5.5                                   |  | Form and Amount of Payments                    |  |  | 27 | 
|Section 5.6                                   |  | Charging Borrowers Accounts                   |  |  | 27 | 
|                                             
|ARTICLE 6
    CURRENCY AND COSTS             
|                                             
|Section 6.1                                   |  | Market Disruption and Illegality               |  |  | 27 | 
|Section 6.2                                   |  | Additional Payments                            |  |  | 28 | 
|Section 6.3                                   |  | Prepayment and Conversion                      |  |  | 29 | 
|Section 6.4                                   |  | Mitigation                                     |  |  | 29 | 
|Section 6.5                                   |  | Mandatory Prepayment                           |  |  | 29 | 
|                                             
|ARTICLE 7
    CONDITIONS PRECEDENT TO LENDING
|                                             
|Section 7.1                                   |  | Conditions Precedent to Initial Advance        |  |  | 30 | 
|Section 7.2                                   |  | Conditions Precedent to Each Advance           |  |  | 30 | 
|                                             
|ARTICLE 8
    REPRESENTATIONS AND WARRANTIES 
|                                             
|Section 8.1                                   |  | Representations and Warranties by the Borrower |  |  | 31 | 
|Section 8.2                                   |  | Survival of Representations and Warranties     |  |  | 36 | 
|                                             
|ARTICLE 9
    COVENANTS OF THE BORROWER      
|                                             
|Section 9.1                                   |  | Affirmative Covenants                          |  |  | 36 | 
|Section 9.2                                   |  | Negative Covenants                             |  |  | 36 | 



3




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|                            |  |                                    |  |  |    | 
|--------------------------- |  | ---------------------------------- |  |  | -- | 
|                           
|ARTICLE 10
    ACCELERATION
|                           
|Section 10.1                |  | Events of Default                  |  |  | 43 | 
|Section 10.2                |  | Remedies Upon Default              |  |  | 45 | 
|Section 10.3                |  | Right of Set-Off                   |  |  | 46 | 
|Section 10.4                |  | Currency Conversion After Maturity |  |  | 46 | 
|Section 10.5                |  | Judgment Currency                  |  |  | 46 | 
|                           
|ARTICLE 11
    GENERAL     
|                           
|Section 11.1                |  | Evidence of Debt                   |  |  | 46 | 
|Section 11.2                |  | Additional Expenses                |  |  | 46 | 
|Section 11.3                |  | Invalidity of any Provisions       |  |  | 47 | 
|Section 11.4                |  | Amendments, Waivers, etc.          |  |  | 47 | 
|Section 11.5                |  | Notices, etc.                      |  |  | 47 | 
|Section 11.6                |  | Costs and Expenses                 |  |  | 48 | 
|Section 11.7                |  | Indemnification                    |  |  | 48 | 
|Section 11.8                |  | Taxes                              |  |  | 48 | 
|Section 11.9                |  | Calculations                       |  |  | 49 | 
|Section 11.10               |  | Assignments and Participations     |  |  | 49 | 
|Section 11.11               |  | Governing Law                      |  |  | 50 | 
|Section 11.12               |  | Consent to Jurisdiction            |  |  | 50 | 
|Section 11.13               |  | Binding Effect                     |  |  | 50 | 
|Section 11.14               |  | Interest Savings Clause            |  |  | 50 | 
|Section 11.15               |  | Entire Agreement                   |  |  | 51 | 
|Section 11.16               |  | Counterparts                       |  |  | 51 | 
|Schedule 1                  |  | Form of Advance Request            |  |  |    | 
|Schedule 2                  |  | Form of Compliance Certificate     |  |  |    | 
|Schedule 8.1(g)             |  | Ownership of Property              |  |  |    | 
|Schedule 8.1(h)             |  | Subsidiaries                       |  |  |    | 
|Schedule 8.1(i)             |  | Outstanding Debt                   |  |  |    | 
|Schedule 8.1(k)             |  | Litigation                         |  |  |    | 
|Schedule 8.1(l)             |  | Financial Statements               |  |  |    | 



4




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THIS AMENDED AND RESTATED CREDIT AGREEMENTis made as of the 23rd day of April,
2004,

BETWEEN:

HUB INTERNATIONAL LIMITED,

| |                                 
| | --------------------------------
| | a corporation incorporated under
| | the laws of Ontario,            



| |                           
| | --------------------------
| | as the Borrower hereunder,

- and -

BANK OF MONTREAL,

as the Lender hereunder

WHEREASBank of
Montreal agreed, on and subject to the terms and conditions of a
credit agreement dated April 26, 2000 (the Original
Credit Agreement), as amended and restated as of
June 21, 2001 and as further amended as of August 22,
2002 (the Amended Credit Agreement) between Bank of
Montreal and Hub International Limited (formerly named The
Hub Group Limited), to make available the credit
facilities in favour of Hub International Limited provided for
in the Amended Credit Agreement;

AND WHEREASBank of
Montreal and Hub International Limited have agreed, on and
subject to the terms and conditions of this amended and restated
credit agreement, to amend and restate the Amended Credit
Agreement effective as of the date of this amended and restated
credit agreement;

NOW THEREFOREin
consideration of these premises and the agreements hereinafter
set forth and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1    Defined
Terms.

Unless the context otherwise requires, the
following capitalized terms shall have the following respective
meanings in this Agreement and in each of the other Loan
Documents:

Acceptance
Feemeans the fee payable in
Canadian dollars to the Lender in respect of the Drafts accepted
or purchased by the Lender prior to and as a condition of such
acceptance or purchase, computed in accordance with
Section 3.4;

Advancemeans any extension of credit by the Lender hereunder in the
form of a Prime Rate Loan, a U.S. Base Rate Loan, a LIBOR
Loan or a BA Advance (each of which is referred to herein as a
Type of Advance), including the conversion of an
Advance into another Advance;

Advance
Requestmeans a request for an
Advance or conversion of an Advance to another Advance duly
completed and executed on behalf of the Borrower, substantially
in the form of Schedule 1 hereto, or a notice of a request
for an Advance or conversion of an Advance to another Advance
delivered pursuant to Section 2.5(c);

Affiliateshall mean, at any time, and with respect to any Person,
(a) any other Person that at such time directly or
indirectly through one or more intermediaries Controls, or is
Controlled by, or is under common Control with, such first
Person, and (b) in the case of the Borrower or any
Subsidiary, any Person beneficially owning or holding, directly
or indirectly, 10% or more of any class of voting or equity
interests of the Borrower or any Subsidiary or any corporation
of which the Borrower and its Subsidiaries beneficially own or
hold, in the aggregate, directly or indirectly, 10% or more of
any class of voting or equity interests; provided that
Affiliate, in relation to the Borrower, shall not
include any Subsidiary. Unless the context otherwise clearly
requires, any reference to an Affiliate is a
reference to an Affiliate of the Borrower;



5




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Agreementmeans this credit agreement as supplemented, amended, modified
or restated from time to time, and the expressions
Article, Section and
Schedule followed by a number mean and refer to the
specified Article, Section or Schedule of this Agreement,
respectively;

Asset
Dispositionshall mean any
Transfer except:



| |         
| | --------
| | (a)  any



| |     |                                                                                 
| | --- | --------------------------------------------------------------------------------
| | (i) | Transfer from a Subsidiary to the Borrower or a
    Wholly-Owned Subsidiary; and



| |      |                                                             
| | ---- | ------------------------------------------------------------
| | (ii) | Transfer from the Borrower to a Wholly-Owned
    Subsidiary;



| |                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | so long as immediately before and immediately
    after the consummation of any such Transfer and after giving
    effect thereto, no Default or Event of Default shall
    exist; and



| |     |                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | any Transfer made in the ordinary course of
    business and involving only property that is either
    (i) inventory held for sale or (ii) equipment,
    fixtures, supplies or materials no longer required in the
    operation of the business of the Borrower or any of its
    Subsidiaries or that is obsolete;

Amortization
Datemeans the first date, if
any, on which the ratio of (a) Consolidated Debt (after
excluding therefrom the subordinate debentures of the Borrower
in the maximum aggregate principal amount of
U.S. $35,000,000 that are subject to mandatory conversion
into common shares of the Borrower) on such date, to
(b) the product of (i) 4, multiplied by (ii) the
EBITDA for the last completed fiscal quarter of the Borrower,
exceeds 4:1;

Applicable
Marginmeans:



| |     |                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | in respect of any Prime Rate Loan, at any time
    prior to the Term Date, the rate of 1.0% per annum, and at
    any time on or after the Term Date, the rate of 1.25% per
    annum;    
|
| | (b) | in respect of any U.S. Base Rate Loan, at
    any time prior to the Term Date, the rate of 1.0% per
    annum, and at any time on or after the Term Date, the rate of
    1.25% per annum;
|
| | (c) | in respect of any LIBOR Loan, at any time prior
    to the Term Date, the rate of 1.125% per annum, and at any
    time on or after the Term Date, the rate of 1.375% per
    annum; and  
|
| | (d) | in respect of any BA Advance, at any time prior
    to the Term Date, 1.125%, and at any time on or after the Term
    Date, 1.375%;                                                      

Arms-Lengthmeans arms-length within the meaning of such term under
the Income Tax Act (Canada), as amended from time to time;

Assignee
Lenderhas the meaning set out
in Section 11.10;

Assignee Lenders
Commitmenthas the meaning set
out in Section 11.10;

Assignee Lenders Commitment
Percentagehas the meaning set
out in Section 11.10;

Attributable
Debtshall mean, as to any
particular lease relating to a Sale-and-Leaseback Transaction
not permitted under clause (i), (ii) or (iii) of
Section 9.2(i), the present value of all Lease Rentals
required to be paid by the Borrower or any Subsidiary under such
lease during the remaining term thereof (determined in
accordance with generally accepted financial practice using a
discount factor equal to the interest rate implicit in such
lease if known or, if not known, of 10% per annum);

Available
Commitmentmeans at any time the
amount at such time of the Commitment less the amount of the
Outstanding Principal Obligations, all expressed in Canadian
Dollars, with any amount thereof denominated in another currency
to be expressed in Canadian Dollars at the Canadian Dollar
Equivalent at such time of such amount;

BA
Advancemeans any Advance by way
of the acceptance of any Draft drawn by the Borrower on, and the
purchase of the resulting Bankers Acceptance by, the
Lender;



6




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BA Discount
Proceedsmeans in respect of any
Bankers Acceptance being purchased by the Lender on any
day an amount (rounded to the nearest whole Canadian cent, and
with one-half of one Canadian cent being rounded up) calculated
on such day by multiplying



| |     |                                                                             
| | --- | ----------------------------------------------------------------------------
| | (a) | Face Amount of such Bankers Acceptance, by                                 
|
| | (b) | the quotient equal to one divided by the sum of
    one plus the product of:



| |     |                                                                                               
| | --- | ----------------------------------------------------------------------------------------------
| | (i) | the BA Reference Rate (expressed as a decimal)
    applicable to such Bankers Acceptance; and



| |      |                                                                                                                                                        
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | a fraction, the numerator of which is the number
    of days remaining in the term of such Bankers Acceptance
    and the denominator of which is 365,



| |                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------
| | with such quotient being rounded up or down to
    the nearest fifth decimal place and 0.000005 being rounded up,

less the amount of the Acceptance Fee payable to
the Lender in respect of, and as a condition precedent to the
acceptance or purchase by the Lender of, such Bankers
Acceptance;

BA
Liabilitiesmeans, at any time
and in respect of any Bankers Acceptance, the Face Amount
thereof if still outstanding and unpaid, whether or not payment
thereof is due or, following the maturity thereof, the aggregate
unpaid amount of all Reimbursement Obligations at that time due
and payable in respect of such Bankers Acceptance;

BA Reference
Ratemeans, as applicable to any
Bankers Acceptance being purchased by the Lender on any
day, the per annum percentage discount rate (expressed to two
decimal places and rounded upward, if necessary, to the nearest
1/100th of 1%), quoted by the Lender as that at which the Lender
would, in accordance with its normal practice, on such day be
prepared to purchase its own bankers acceptances in an
amount and having a maturity date comparable to the amount and
maturity date of such Bankers Acceptance;

Bankers
Acceptancemeans a Draft of the
Borrower denominated in Canadian Dollars which has been accepted
and purchased by the Lender pursuant to Article 2;

Borrowermeans Hub International Limited (formerly named The Hub
Group Limited), a corporation incorporated under the laws
of Ontario, and any successor(s) and permitted assign(s) thereof;

Borrowers
Accountsmeans the Canadian
Dollar account and U.S. Dollar account to be maintained by
the Borrower with the Lender at the Lenders Branch in
accordance with Article 5;

Business
Daymeans (i) any day of
the year, other than Saturday or Sunday or any other day on
which banks are closed for normal business in Toronto, Ontario,
(ii) when used in connection with U.S. Base Rate
Loans, any day of the year, other than Saturday or Sunday or any
other day on which banks are closed for normal business in
either Toronto, Ontario or New York, New York, and
(iii) when used in connection with LIBOR Loans, any day of
the year, other than Saturday or Sunday or any other day on
which banks are closed for normal business in any of Toronto,
Ontario, New York, New York and London, England, and
which is also a day on which dealings in U.S. Dollars may
be carried on by and between banks in the London interbank
market;

Canada Treasury Bill
Ratemeans on any day and for
any discount calculation period the rate for Government of
Canada Treasury bills for a period approximately equal to such
discount calculation period appearing on the Reuters
Screen ISDD 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 time) on such day, or if such day is not a
Business Day then on the immediately preceding Business Day;

Canadian
Dollarsand the symbols
Can. $ and Cdn. $ mean lawful
money of Canada;

Canadian Dollar
Equivalentmeans, at any time,
the amount of Canadian Dollars which could be purchased from the
Lender by the payment of a specified amount of another currency
using the Lenders relevant spot rate for the sale of
Canadian Dollars quoted by the Lenders treasury department
at such time;



7




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##### 



Capital Adequacy
Guidelinemeans the capital
adequacy requirements from time to time specified by OSFI or any
other applicable Governmental Authority and published by it as
one or more guidelines for chartered banks in Canada;

Capital Leaseshall mean, at any time, a lease with
respect to which the lessee is required concurrently to
recognize the acquisition of an asset and the incurrence of a
liability in accordance with GAAP;

Capital Lease Obligationshall mean, with respect to any Person
and a Capital Lease, the amount of the obligation of such Person
as the lessee under such Capital Lease which would, in
accordance with GAAP, appear as a liability on a balance sheet
of such Person;

CDOR
Ratemeans, on any day, the
annual rate which is the rate determined by the Lender as being
the arithmetic average (rounded up or down, if necessary, to the
nearest 0.01% and 0.005% being rounded up) of the discount rates
applicable to Canadian Dollar bankers acceptances for a
period of one month 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. on
such day, or if such day is not a Business Day then on the
immediately preceding Business Day; provided, however, if such
rates do not appear on the Reuters Screen CDOR Page for such one
month period as contemplated, then the CDOR Rate on any day
shall be calculated as the rate as determined by the Lender
equal to the BA Reference Rate that would be applicable to any
Drafts required to be purchased by the Lender on such day and
having a term to maturity of 30 days;

Claimmeans any claim of any nature whatsoever including, without
limitation, any demand, liability, obligation, cause of action,
suit, proceeding, judgment, award, assessment and reassessment,
whether present or future;

Closingmeans the execution and delivery of the Original Credit
Agreement and the other Loan Documents by the respective parties
thereto;

Closing
Datemeans the date on which the
Closing occurred;

Codeshall mean the Internal Revenue Code of 1986 of the United
States of America, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time;

Commitmentmeans the amount of U.S. $75,000,000 or the Canadian Dollar
Equivalent thereof, as such amount may be reduced or cancelled
from time to time in accordance with the provisions of this
Agreement;

Compensating
Amounthas the meaning set out
in Section 6.2;

Compliance
Certificatemeans, the
certificate of the Borrower substantially in the form set out in
Schedule 2 delivered pursuant to Section 9.1 and
signed on its behalf by its chief financial officer, or any
other Senior Officer acceptable to the Lender;

Consolidated
Debtshall mean, as of any date
of determination, the total of all Debt of the Borrower and its
Subsidiaries outstanding on such date, after eliminating all
offsetting debits and credits between the Borrower and its
Subsidiaries and all other items required to be eliminated in
the course of the preparation of consolidated financial
statements of the Borrower and its Subsidiaries in accordance
with GAAP;

Consolidated Net
Incomeshall mean, with
reference to any period, the net income (or loss) of the
Borrower and its Subsidiaries for such period (taken as a
cumulative whole), as determined in accordance with GAAP, after
eliminating all offsetting debits and credits between the
Borrower and its Subsidiaries and all other items required to be
eliminated in the course of the preparation of consolidated
financial statements of the Borrower and its Subsidiaries in
accordance with GAAP, but excluding, in any event, any
extraordinary gains or losses determined in accordance with GAAP;

Consolidated Net
Worthshall mean, as of any date
of determination thereof,



| |     |                                                                                                                                                                                                                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the sum of (i) the par value (or value
    stated on the books of the corporation) of the share capital
    (but excluding treasury shares and share capital subscribed and
    unissued) of the Borrower and its Subsidiaries plus
    (ii) the amount of the paid-in capital and retained
    earnings of the Borrower and its Subsidiaries, in



8




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##### 



| |     |                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | each case as such amounts would be shown on a
    consolidated balance sheet of the Borrower and its Subsidiaries
    as of such time prepared in accordance with GAAP, minus
|
| | (b) | to the extent included in clause (a) above,
    all amounts properly attributable to minority interests, if any,
    in the shares and surplus of Subsidiaries;              

Consolidated Total
Assetsshall mean, as of any
date of determination, the total assets of the Borrower and its
Subsidiaries that would be shown as assets on a consolidated
balance sheet of the Borrower and its Subsidiaries as of such
time prepared in accordance with GAAP, after eliminating all
amounts properly attributable to minority interests, if any, in
the shares and surplus of Subsidiaries;

Consolidated Total
Capitalizationshall mean, as of
any date of determination, the sum of Consolidated Debt and
Consolidated Net Worth;

Corporate
Distributionmeans, in respect
of any Person:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | any payment, dividend or other distribution on or
    in respect of securities (whether in the form of debt or equity)
    issued by such Person;                                                                                                                                                                                                                                                                                     
|
| | (b) | any purchase, redemption, retraction or other
    acquisition by such Person of any of its issued securities
    (whether in the form of debt or equity), or any purchase by such
    Person from any of its Affiliates or Subsidiaries or any other
    Person not dealing at Arms-Length with such Person of any
    securities (whether in the form of debt or equity) issued by
    such Affiliate or Subsidiary or other Person;
|
| | (c) | any consulting, management, administration,
    service or license fee, royalty or charge or any similar fee or
    charge paid or payable by such Person to any of its Affiliates
    or Subsidiaries or any other Person not dealing at
    Arms-Length with such Person;                                                                                                                                                          
|
| | (d) | any payment by such Person or any of its
    Subsidiaries on account of any loan or advance owed by such
    Person to any of its Affiliates or Subsidiaries or any other
    Person not dealing at Arms-Length with such Person; or                                                                                                                                                                                                 
|
| | (e) | any loan to, or guarantee of the indebtedness of,
    or other financial assistance provided to, any Person not
    dealing at Arms-Length with such Person;                                                                                                                                                                                                                                                                         

Coverfor any BA Liabilities shall be effected by paying to the Lender
immediately available and freely transferable funds in Canadian
Dollars, in the full amount of such BA Liabilities, which funds
shall be held by the Lender in a collateral account maintained
by the Lender at the Lenders Branch to provide for the
payment of such BA Liabilities. Such funds shall be retained by
the Lender in such collateral account until such time as the
applicable Bankers Acceptances shall have matured and the
related BA Liabilities shall have been fully satisfied;
provided, however, that at such time if a Default or an Event of
Default has occurred and is continuing, the Lender shall not be
required to release any of the said funds in such collateral
account until such Default or Event of Default shall have been
cured or waived;

Credit
Facilitymeans the revolving
credit facility to be made available to the Borrower hereunder
during the Drawdown Period by way of Advances pursuant to
Section 2.1 and the Term Obligations resulting from the
conversion of Outstanding Principal Obligations to non-revolving
term Debt pursuant to Section 2.2;

Crownshall mean the Crown in Right of Canada or of any Province or
Territory thereof;

Debtshall mean, with respect to any Person, without duplication,



| |     |                                                                                                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | its liabilities for borrowed money;                                                                                                                                                                                                                                                                                                                   
|
| | (b) | its liabilities for the deferred purchase price
    of property acquired by such Person (excluding accounts payable
    arising in the ordinary course of business but including,
    without limitation, all liabilities created or arising under any
    conditional sale or other title retention agreement with respect
    to any such property);
|
| | (c) | its Capital Lease Obligations;                                                                                                                                                                                                                                                                                                                        



9




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| |     |                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | all liabilities for borrowed money secured by any
    Lien with respect to any property owned by such Person (whether
    or not it has assumed or otherwise become liable for such
    liabilities);
|
| | (e) | the principal or lease balance outstanding under
    Synthetic Leases;                                                                                                                               



| |     |                                       
| | --- | --------------------------------------
| | (f) | its income-put option liabilities; and



| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) | any Guarantee of such Person with respect to
    liabilities of a type described in any of clauses (a)
    through (f) hereof; provided, that Debt shall not include
    Guaranties of bank loans to officers of the Borrower the
    proceeds of which are used to purchase shares of the Borrower,
    in an aggregate principal amount not to exceed
    U.S. $12,000,000 at any one time outstanding;

Debt of any Person shall include all obligations
of such Person of the character described in clauses (a)
through (g) to the extent such Person remains legally
liable in respect thereof notwithstanding that any such
obligation is deemed to be extinguished under GAAP;

Debt Prepayment
Applicationshall mean, with
respect to any Transfer of property, the application by the
Borrower or its Subsidiaries of cash in an amount equal to the
Net Proceeds Amount with respect to such Transfer to pay Senior
Funded Debt of the Borrower or any Subsidiary (other than Senior
Funded Debt owing to the Borrower, any of its Subsidiaries or
any Affiliates and Senior Funded Debt in respect of any
revolving credit or similar facility providing the Borrower or
any of its Subsidiaries with the right to obtain loans or other
extensions of credit from time to time, except to the extent
that in connection with such payment of Senior Funded Debt the
availability under such revolving credit or similar facility is
permanently reduced by an amount not less than the amount of
such proceeds applied to the payment of such Senior Funded Debt);

Defaultmeans any event which with the giving of notice, the passage of
time, or both, would constitute an Event of Default;

Disposition
Valueshall mean with respect to
any property:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | in the case of property that does not constitute
    Subsidiary Shares, the book value thereof, valued at the time of
    such disposition in good faith by the Borrower, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (b) | in the case of property that constitutes
    Subsidiary Shares, an amount equal to that percentage of book
    value of the assets of the Subsidiary that issued such shares as
    is equal to the percentage that the book value of such
    Subsidiary Shares represents of the book value of all of the
    outstanding share capital of such Subsidiary (assuming, in
    making such calculations, that all securities convertible into
    such share capital are so converted and giving full effect to
    all transactions that would occur or be required in connection
    with such conversion) determined at the time of the disposition
    thereof, in good faith by the Borrower;

Draftmeans at any time a bill of exchange, within the meaning of the
Bills of Exchange Act (Canada), drawn by the Borrower on
the Lender and bearing such distinguishing letters and numbers
as the Lender may determine, but which at such time has not been
completed or accepted by the Lender;

Drawdown
Datemeans a day which the
Borrower has notified the Lender in an Advance Request as the
date on which the Borrower requests an Advance in accordance
with Article 2;

Drawdown
Periodthe period from the
Closing Date to 11:00 a.m. (Toronto, Ontario time) on the
Term Date;

EBITDAshall mean, with respect to any period, the sum of
(a) Consolidated Net Income for such period, plus
(b) to the extent deducted in the determination of
Consolidated Net Income for such period, (i) all Interest
Charges during such period, (ii) all depreciation and
amortization expenses during such period, (iii) all
federal, state and provincial income taxes during such period
and (iv) other non-cash expenses during such period, minus
(c) to the extent included in the determination of
Consolidated Net Income for such period, gains from the sale of
capital assets and investments and other income-put option
liabilities, all as determined in accordance with GAAP
consistently applied;

Environmental
Lawsshall mean any and all
federal, state, provincial, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses,



10




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##### 



agreements or governmental restrictions relating
to pollution and the protection of the environment or the
release of any materials into the environment, including but not
limited to those related to hazardous substances or wastes, air
emissions and discharges to waste or public systems;


ERISAshall mean the Employee Retirement Income Security Act of 1974
of the United States of America, as amended from time to time,
and the rules and regulations promulgated thereunder from time
to time in effect;

ERISA
Affiliateshall mean any trade
or business (whether or not incorporated) that is treated as a
single employer together with the Borrower under
Section 414 of the Code;

Event of
Defaultmeans any of the events
specified in Section 10.1;

Face
Amountmeans in respect of a
Bankers Acceptance, the amount stated therein to be
payable to the holder thereof on its maturity;

Fair Market
Valueshall mean, as of any date
of determination thereof and with respect to any property, the
sale value of such property that would be realized in an
arms-length sale at such time between an informed and
willing buyer and an informed and willing seller (neither being
under a compulsion to buy or sell);

Fed Funds
Ratemeans, on any day, the rate
equal to the USD-Federal Funds-H.15 rate (as defined in the
International Swaps and Derivatives Association, Inc.
definitions, as modified and amended from time to time) as of
such day, or if such day is not a Business Day then on the
immediately preceding Business Day;

Funded
Debtmeans, with respect to any
Person, all Debt of such Person which by its terms or by the
terms of any instrument or agreement relating thereto matures,
or which is otherwise payable or unpaid, one year or more from,
or is directly or indirectly renewable or extendible at the
option of the obligor in respect thereof to a date one year or
more (including, without limitation, an option of such obligor
under a revolving credit or similar agreement obligating the
lender or lenders to extend credit over a period of one year or
more) from, the date of any determination thereof;

GAAPmeans generally accepted accounting principles as in effect from
time to time as now or hereafter established by the Canadian
Institute of Chartered Accountants or any successor thereto;

Governmental
Authoritymeans any nation or
government, and any political subdivision thereof, and any
central bank, agency, department, commission, board, bureau,
court, tribunal or other entity exercising executive,
legislative, judicial, regulatory or administrative functions of
or pertaining to government;

Guaranteeshall mean, with respect to any Person, any obligation (except
the endorsement in the ordinary course of business of negotiable
instruments for deposit or collection) of such Person
guaranteeing or in effect guaranteeing any Debt, dividend or
other obligation of any other Person in any manner, whether
directly or indirectly, including, without limitation,
obligations incurred through an agreement, contingent or
otherwise, by such Person:



| |     |                                                                                                                                                                                                                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | to purchase such Debt or obligation or any
    property constituting security therefor;                                                                                                                                                                                                                                                          
|
| | (b) | to advance or supply funds (i) for the
    purchase or payment of such Debt or obligation, or (ii) to
    maintain any working capital or other balance sheet condition or
    any income statement condition of any other Person or otherwise
    to advance or make available funds for the purchase or payment
    of such Debt or obligation;
|
| | (c) | to lease properties or to purchase properties or
    services primarily for the purpose of assuring the owner of such
    Debt or obligation of the ability of any other Person to make
    payment of the Debt or obligation; or                                                                                                                
|
| | (d) | otherwise to assure the owner of such Debt or
    obligation against loss in respect thereof.                                                                                                                                                                                                                                                    
|
| |     | In any computation of the Debt or other
liabilities of the obligor under any Guarantee, the Debt or
other obligations that are the subject of such Guarantee shall
be assumed to be direct obligations of such obligor.                                                                                                                          



11




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##### 



Hazardous
Materialshall mean any and all
pollutants, toxic or hazardous wastes or any other substances
that might pose a hazard to health or safety, the removal of
which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge,
spillage, seepage, or filtration of which is or shall be
restricted, prohibited or penalized by any applicable law
(including, without limitation, asbestos, urea formaldehyde foam
insulation and polychlorinated biphenyls);

Hostile
Acquisitionmeans an offer to
acquire, directly or indirectly and whether by purchase,
amalgamation, merger or otherwise, properties, whether held
directly or indirectly, or securities of any Person (the
Target) where (i) in the case of such offer to
acquire securities of the Target, the securities subject to such
offer and the securities of the Target beneficially owned,
directly or indirectly, by the offeror or Affiliates of the
offeror or Persons acting in concert with the offeror and its
Affiliates, exceed 10% of the then outstanding securities of any
class of securities of the Target, (ii) the board of
directors or other governing body of the Target has not
recommended (at or prior to the time that such offer is made to
the holders of the securities subject to such offer or is
submitted for consideration by the holders of securities of the
Target) acceptance or approval of such offer by such holders,
and (iii) the properties or securities that are the subject
of such offer to acquire would upon completion of such
acquisition constitute a property or group of properties the
loss of which would have a Material Adverse Effect;

Interest
Chargesshall mean, with respect
to any period, the sum (without duplication) of the following
(in each case, eliminating all offsetting debits and credits
between the Borrower and its Subsidiaries and all other items
required to be eliminated in the course of the preparation of
consolidated financial statements of the Borrower and its
Subsidiaries in accordance with GAAP): (a) all interest in
respect of Debt of the Borrower and its Subsidiaries (including
imputed interest on Capital Lease Obligations) deducted in
determining Consolidated Net Income for such period, and
(b) all debt discount and expense amortized or required to
be amortized in the determination of Consolidated Net Income for
such period;

Lease
Rentalsshall mean, with respect
to any period, the sum of all fixed payments (including as such
all payments which the lessee is obligated to make to the lessor
on termination of the lease or surrender of the property)
payable by the Borrower or a Subsidiary, as lessee or sublessee
under a lease of property, but shall be exclusive of any amounts
required to be paid by the Borrower or a Subsidiary (whether or
not designated as rents or additional rents) on account of
maintenance, repairs, insurance, taxes and similar charges.
Fixed rents under any so-called percentage leases
shall be computed solely on the basis of the minimum rents, if
any, required to be paid by the lessee regardless of sales
volume or gross revenues;

Legal
Requirementmeans any law,
statute, ordinance, decree, requirement, order, judgment,
treaty, rule, guideline, bulletin, license, permit or
regulation, and any applicable determination, interpretation,
ruling, order or decree, of any Governmental Authority or
arbitrator, which is binding upon or applicable to the Lender,
the Borrower or a Subsidiary of the Borrower, whether presently
existing or arising in the future, including without limitation
all Guidelines and Bulletins issued by OSFI;

Lendermeans Bank of Montreal and any other bank or financial
institution to which a Commitment in the Credit Facility is
assigned by the Lender or a further permitted assignee thereof
in accordance with Section 11.10, and their respective
successors and permitted assigns;

Lenders
Branchmeans the Lenders
main Toronto, Ontario branch, or such other branch of the Lender
in Canada as the Lender may from time to time specify to the
Borrower;

LIBO
Ratemeans, for any LIBOR Period
for each LIBOR Loan, the annual rate of interest determined by
the Lender as being the rate at which deposits in
U.S. Dollars are offered by the Lender in the London
interbank market to leading international banks for an amount
similar to the principal amount of such LIBOR Loan and having a
term similar to such LIBOR Period, such rate to be determined as
of 11:00 a.m. London time on the date two Business Days
prior to the first day of the LIBOR Period for such LIBOR Loan;

LIBOR
Loanmeans any Advance made by
the Lender to the Borrower in, or converted into
U.S. Dollars, bearing interest by reference to a LIBO Rate;



12




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LIBOR
Periodmeans, for each LIBOR
Loan, a period (subject to Section 6.1) of one (1),
two (2), three (3), six (6), nine (9) or
twelve (12) months selected by the Borrower and advised to
the Lender by written notice given in accordance with the
provisions hereof, commencing with the date on which such LIBOR
Loan is made and ending on the last day of such selected period
and thereafter each successive period of one (1),
two (2), three (3), six (6), nine (9) or
twelve (12) months (again subject to Section 6.1)
selected by the Borrower and advised to the Lender by written
notice given in respect of the continuation of such LIBOR Loan
in accordance with the provisions hereof, commencing on the last
day of the immediately preceding LIBOR Period in respect of such
LIBOR Loan, provided that the last day of a LIBOR Period shall
occur on or before the Maturity Date and whenever the last day
of a LIBOR Period would otherwise occur on a day other than a
Business Day, the last day of such LIBOR Period shall be
extended to the next succeeding Business Day unless such
extension would cause the last day of such LIBOR Period to occur
in the next following calendar month, in which case the last day
of such LIBOR Period shall occur on the last preceding Business
Day;

Lienshall mean, with respect to any Person, any mortgage, lien,
pledge, charge, security interest or other encumbrance, or any
interest or title of any vendor, lessor, lender or other secured
party to or of such Person under any conditional sale or other
title retention agreement or Capital Lease, upon or with respect
to any property or asset of such Person (including in the case
of shares, shareholder agreements, voting trust agreements and
all similar arrangements);

Loanmeans a direct advance of monies hereunder, by way of a Prime
Rate Loan, a U.S. Base Rate Loan or a LIBOR Loan;

Loan
Documentsmeans this Agreement
and all other documents, certificates, instruments and
agreements to be executed and delivered to the Lender by the
Borrower or by any other Person as contemplated hereunder and
thereunder;

Lossmeans any loss, cost or expense whatsoever, whether present or
future, direct or indirect, including, without limitation, any
damages, judgments, penalties, fines, fees, charges, claims,
demands, liabilities and any and all legal and other
professional fees and disbursements, and, with respect to any
Advance by the Lender, any loss, cost or expense incurred by
reason of the liquidation or re-employment of deposits or other
funds acquired by the Lender to fund or maintain such Advance,
except any such loss representing loss of profit;

Materialshall mean material in relation to the business, operations,
affairs, financial condition, assets, properties or prospects of
the Borrower and its Subsidiaries, taken as a whole;

Material Adverse
Effectshall mean a material
adverse effect on (a) the business, operations, affairs,
financial condition, assets or properties of the Borrower and
its Subsidiaries taken as a whole, or (b) the ability of
the Borrower to perform its obligations under this Agreement, or
(c) the validity or enforceability of this Agreement;

Material
Subsidiaryshall mean, at any
time, any Subsidiary that accounts for more than (a) 5% of
Consolidated Total Assets determined as of the immediately
preceding fiscal quarter or (b) 5% of consolidated revenue
of the Borrower and its Subsidiaries determined as of the
immediately preceding fiscal year;

Maturity
Datemeans at any time the third
anniversary of the Term Date;

Minimum Interest Coverage
Ratioshall mean, as of the date
of any determination thereof, the ratio of (a) EBITDA for
the period consisting of the immediately preceding four
consecutive fiscal quarters of the Borrower ending on, or most
recently ended prior to, such date to (b) Interest Charges
for such period;

Multiemployer
Planshall mean any Plan that is
a multiemployer plan (as such term is defined in
Section 4001(a)(3) of ERISA);

Net Proceeds
Amountshall mean, with respect
to any Transfer of any Property by any Person, an amount equal
to the difference of



| |     |                                                                                                                                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the aggregate amount of the consideration (valued
    at the Fair Market Value of such consideration at the time of
    the consummation of such Transfer) received by such Person in
    respect of such Transfer, minus



13




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| |     |                                                                                                                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------
| | (b) | all ordinary and reasonable out-of-pocket costs
    and expenses actually incurred by such Person in connection with
    such Transfer;

Obligationsmeans, at any time, the sum of (a) the aggregate principal
amount of all Loans advanced to the Borrower and all accrued and
unpaid interest thereon outstanding and unpaid at such time,
(b) the aggregate BA Liabilities of the Borrower at such
time in respect of all Bankers Acceptances accepted or
purchased by the Lender at or prior to such time, including all
accrued and unpaid interest on any then outstanding
Reimbursement Obligations in respect of any such Bankers
Acceptances, and (c) all other then outstanding
liabilities, obligations and indebtedness of the Borrower to the
Lender under this Agreement or any of the other Loan Documents;

OSFImeans the Office of the Superintendent of Financial Institutions
(Canada);

Outstanding Principal
Obligationsmeans, at any time,
the sum of the aggregate principal amount of all Loans advanced
to the Borrower outstanding and unpaid at such time and the
aggregate BA Liabilities outstanding and unpaid at such time in
respect of Bankers Acceptances accepted or purchased by
the Lender, all expressed in Canadian Dollars (or the
U.S. Dollar Equivalent thereof), with any amount thereof
denominated in another currency to be expressed in Canadian
Dollars at the Canadian Dollar Equivalent or the
U.S. Dollar Equivalent at such time of such amount;

Past Due
Ratemeans, on any day, a rate
per annum equal to the Prime Rate, in the case of Obligations
denominated in Canadian Dollars, and U.S. Base Rate, in the
case of Obligations denominated in U.S. Dollars, plus two
percent;

PBGCshall mean the Pension Benefit
Guaranty Corporation referred to and defined in ERISA or any
successor thereto;

Permitted
Purposemeans the use by the
Borrower of the proceeds of any Advance hereunder for general
corporate purposes, including property acquisitions (other than
Hostile Acquisitions or the payment of any costs, expenses or
liabilities arising out of or relating to any Hostile
Acquisition) pending receipt by the Borrower of permanent
financing for such property acquisitions from capital markets,
and for the conversion of Advances to other Advances hereunder;

Personincludes an individual, partnership, whether general, limited or
undeclared, corporation, limited liability corporation, joint
stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature;

Planshall mean an employee benefit
plan subject to Title IV of ERISA or Section 412
of the Code that is or, within the preceding five years, has
been established or maintained, or to which contributions are
or, within the preceding five years, have been made or required
to be made, by the Borrower or any ERISA Affiliate or with
respect to which the Borrower or any ERISA Affiliate could
reasonably be expected to have any liability;

Prime
Ratemeans, on any day, the
greater of (a) the floating rate of interest per annum
announced from time to time by the Lender, and in effect on such
day, as the reference rate of interest the Lender will use to
determine rates of interest for Canadian Dollar commercial loans
made by the Lender to borrowers in Canada, and (b) the rate
as determined by the Lender equal to (i) the CDOR Rate,
plus (ii) 1.0% per annum;

Prime Rate
Loanmeans any Advance made by
the Lender to the Borrower in Canadian Dollars bearing interest
by reference to the Prime Rate;

Priority Debtshall mean, without duplication, the
sum of (a) Debt of the Borrower and its Subsidiaries
secured by Liens other than Liens permitted by
paragraphs (i) through (xi), inclusive, of
Section 9.2(f), (b) Debt of Subsidiaries other than
Debt permitted by paragraphs (i) through (iii),
inclusive, of Section 9.2(c), and (c) Attributable
Debt of the Borrower and its Subsidiaries relating to
Sale-and-Leaseback Transactions other than Sale-and-Leaseback
Transactions permitted by paragraphs (i) through
(iii), inclusive, of Section 9.2(i);

property or propertiesshall mean, unless otherwise
specifically limited, real or personal property of any kind,
tangible or intangible, choate or inchoate;



14




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Property Reinvestment Applicationshall mean, with respect to any
Transfer of property, the application of an amount equal to the
Net Proceeds Amount with respect to such Transfer to the
acquisition by the Borrower or any Subsidiary of operating
assets of the Borrower or any Subsidiary to be used in the
principal business of such Person;

Refunding Bankers Acceptancehas the meaning set out in
Section 2.10(g);

Reimbursement
Obligationsmeans, at any time,
the obligations of the Borrower to reimburse the Lender in
respect of any Bankers Acceptance drawn by the Borrower
upon the Lender and paid by the Lender on maturity thereof,
which remain outstanding and unpaid at such time;

Renewal
Acceptancehas the meaning
specified in Section 2.3;

Renewal
Requesthas the meaning
specified in Section 2.3;

Restatement
Datemeans the date as of which
the restatement and amendment of the Amended Credit Agreement
pursuant to this Agreement occurs;

Sale-and-Leaseback Transactionmeans a transaction or series of
transactions pursuant to which the Borrower or any Subsidiary
shall sell or transfer to any Person (other than the Borrower or
a Wholly-Owned Subsidiary) any property, whether now owned or
hereafter acquired, and, as part of the same transaction or
series of transactions, the Borrower or any Subsidiary shall
rent or lease as lessee (other than pursuant to a Capital
Lease), or similarly acquire the right to possession or use of,
such property or one or more properties which it intends to use
for the same purpose or purposes as such property;

Senior Debtin respect of any Person, shall mean,
as of the date of any determination thereof, all Debt of such
Person other than Subordinated Debt;

Senior Funded Debtin respect of any Person, shall mean,
as of the date of any determination thereof, all Funded Debt of
such Person other than Subordinated Funded Debt;

Senior
Officermeans the president, any
executive vice-president, the chief financial officer, principal
accounting officer, treasurer, comptroller or the secretary of
the Borrower and any other Person designated from time to time
as a Senior Officer by the president of the Borrower in writing;

Standby
Feehas the meaning specified in
Section 3.5;

Subordinated Debtin respect of any Person, shall mean,
as of the date of any determination thereof, all unsecured Debt
of such Person which shall contain or have applicable thereto
subordination provisions providing for the subordination thereof
to other Debt of such Person;

Subordinated Funded Debtin respect of any Person, shall mean,
as of the date of any determination thereof, all unsecured
Funded Debt of such Person which shall contain or have
applicable thereto subordination provisions providing for the
subordination thereof to other Funded Debt of such Person;

Subsidiaryshall mean, as to any Person, any corporation, association or
other business entity in which such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries
owns sufficient equity or voting interests to enable it or them
(as a group) ordinarily, in the absence of contingencies, to
elect a majority of the directors (or Persons performing similar
functions) of such entity, and any partnership or joint venture
if more than a 50% interest in the profits or capital thereof is
owned by such Person or one or more of its Subsidiaries or such
Person and one or more of its Subsidiaries (unless such
partnership can and does ordinarily take major business actions
without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires,
any reference to a Subsidiary is a reference to a
Subsidiary of the Borrower;

Subsidiary Sharesshall mean, with respect to any
Person, the shares (or any options or warrants to purchase
shares or other securities exchangeable for or convertible into
shares) of any Subsidiary of such Person;

Successor Corporationis defined in Section 9.2(g);



15




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##### 



Synthetic
Leaseshall mean any synthetic
lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing product, where such
transaction is considered debt for borrowed money for tax
purposes but is classified as an operating lease in accordance
with GAAP;

Taxor
Taxes means all taxes, assessments, levies,
imposts, stamp taxes, duties, charges to tax, fees, deductions,
withholdings and any restrictions or conditions resulting in a
charge imposed, levied, collected, withheld or assessed as of
the date of this Agreement or at any time in the future, and all
penalty, interest and other payments on or in respect thereof
but does not include any tax on the overall income or capital of
the Lender;

Term Credit
Periodmeans the period of time
commencing on the Term Date and ending at 11:00 a.m.
(Toronto, Ontario time) on the Termination Date;

Term
Datemeans the earlier of
(a) the date that occurs 364 days after the date of
this Agreement or, if such date is extended pursuant to
Section 2.3(c), the date to which it has been extended, and
(b) the Amortization Date;

Term
Obligationsmeans the
Outstanding Principal Obligations converted to non-revolving
term Debt hereunder pursuant to Section 2.2;

Termination
Datemeans the earlier of
(a) the Maturity Date, and (b) the date on which the
Obligations shall automatically, or by virtue of a declaration
by the Lender made in accordance with this Agreement, become due
and payable;

Transfershall mean, with respect to any Person, any transaction in which
such Person sells, conveys, transfers or leases (as lessor) any
of its property, including, without limitation, Subsidiary
Shares. For purposes of determining the application of the Net
Proceeds Amount in respect of any Transfer, the Borrower may
designate any Transfer as one or more separate Transfers each
yielding a separate Net Proceeds Amount. In any such case,
(a) the Disposition Value of any property subject to each
such separate Transfer and (b) the amount of Consolidated
Total Assets attributable to any property subject to each such
separate Transfer shall be determined by ratably allocating the
aggregate Disposition Value of, and the aggregate Consolidated
Total Assets attributable to, all property subject to all such
separate Transfers to each such separate Transfer on a
proportionate basis;

U.S. Base
Ratemeans, on any day, the
greater of (i) the floating rate of interest per annum
established or announced from time to time by the Lender, and in
effect on such day, as its reference rate for determining rates
of interest for U.S. Dollar commercial loans made by the
Lender to borrowers in Canada, and (ii) the rate as
determined by the Lender equal to (A) the Fed Funds Rate,
plus (B) 0.50% per annum;

U.S. Base Rate
Loanmeans any Advance made by
the Lender to the Borrower in U.S. Dollars bearing interest
by reference to the U.S. Base Rate;

U.S. Dollar
Equivalentmeans, at any time,
the amount of U.S. Dollars which could be purchased from
the Lender by the payment of a specified amount of another
currency using the Lenders relevant spot rate for the sale
of U.S. Dollars quoted by the Lenders treasury
department at such time;

U.S. Dollarsand the symbol U.S. $ mean lawful money of the
United States of America in same day immediately available funds
or, if such funds are not available, the form of money of the
United States of America which is customarily used in the
settlement of international banking transactions on that day;

Wholly-Owned
Subsidiaryshall mean any
Subsidiary 100% of all of the equity interests (except
directors qualifying shares) and voting interests of which
are owned by any one or more of the Borrower and the
Borrowers other Wholly-Owned Subsidiaries;

Writtenor in writing shall include printing,
typewriting, or any electronic means of communication capable of
being visibly reproduced at the point of reception including
telegraph and telecopier.

Section 1.2    Computation
of Time Periods.

In this Agreement, in the computation of periods
of time from a specified date to a later specified date, unless
otherwise expressly stated the word from means
from and including and the words to and
until each mean to but excluding.



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Section 1.3    Accounting
Terms.

Each accounting term, including all defined
terms, used in this Agreement shall be construed in accordance
with GAAP and in accordance with the auditing and accounting
recommendations and guidelines issued from time to time by the
Canadian Institute of Chartered Accountants, as amended from
time to time, unless something in the subject matter or the
context otherwise is inconsistent therewith.

Section 1.4    Extended
Meanings.

Unless otherwise specified, any reference in this
Agreement to any statute will include all regulations made
thereunder or in connection therewith from time to time, and
will include such statute as the same may be amended,
supplemented or replaced from time to time. Every use of the
word including herein shall be construed as meaning
including, without limitation.

Section 1.5    Incorporation
of Schedules.

The following Schedules annexed hereto shall, for
all purposes hereof, form an integral part of this Agreement:



| |                                                 
| | ------------------------------------------------
| | Schedule 1    Form of
    Advance Request       
|
| | Schedule 2    Form of
    Compliance Certificate
|
| | Schedule 8.1(g)  Ownership of
    Property      
|
| | Schedule 8.1(h)  Subsidiaries                   
|
| | Schedule 8.1(i)  Outstanding Debt               
|
| | Schedule 8.1(k)  Litigation                     
|
| | Schedule 8.1(l)  Financial
    Statements       

Section 1.6    Headings
and Table of Contents.

The inclusion of headings and a table of contents
in this Agreement is intended for convenience of reference only
and shall not affect in any way the construction or
interpretation hereof.

Section 1.7    Singular,
Plural, Gender

As used herein, gender is used as a reference
term only and applies with the same effect whether the parties
are masculine, feminine, corporate or other form, and the
singular shall include the plural and the plural the singular,
as the context shall require.

Section 1.8    Conflict.

In the event of a conflict between the provisions
of this Agreement and the provisions of any of the other Loan
Documents, the provisions of this Agreement shall prevail.

Section 1.9    Currency.

Unless otherwise expressly stated, any reference
herein to any sum of money herein shall be construed as a
reference to Canadian Dollars. Whenever any limitation herein is
expressed in U.S. Dollars the limitation shall apply and
include the Canadian Dollar Equivalent thereof and the
equivalent thereof in all other currencies. Whenever any
limitation herein is expressed in Canadian Dollars the
limitation shall apply and include the U.S. Dollar
Equivalent thereof and the equivalent thereof in all other
currencies. Any amount denominated in another currency required
herein to be expressed at any time in Canadian Dollars or
U.S. Dollars shall be so expressed as the Canadian Dollar
Equivalent or the U.S. Dollar Equivalent, as the case may
be, at such time of such amount.

Section 1.10    Time.

Unless otherwise expressly stated, any reference
herein to time shall be construed as a reference to local time
in Toronto, Ontario, Canada, and time is and shall be construed
to be of the essence.



17




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Section 1.11    Control.

Unless otherwise expressly stated, any reference
herein to control shall mean the possession,
directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or
otherwise and the expressions controlled by and
under common control shall have correlative meanings.

Section 1.12    Wholly
Owned Subsidiary.

Unless otherwise expressly stated, any reference
herein to a wholly owned Subsidiary of a Person shall mean a
Subsidiary of such Person where such Person is the beneficial
owner, directly or indirectly, of all of the issued and
outstanding shares in the capital of such Subsidiary, other than
qualifying shares of such Subsidiary required by any applicable
Legal Requirement to be held by any directors or nominee
directors, and any reference herein to the ownership of all of
the issued and outstanding shares in the capital of a Person
shall exclude qualifying shares of such Person required by any
applicable Legal Requirement to be held by any directors or
nominee directors.

Section 1.13    References
to Conversion of Advances.

References to convert and
conversion, and other similar terms, in the context
of Advances or Types of Advances, shall, unless the context
otherwise requires, mean and refer to an election to have the
Outstanding Principal Obligations of the referenced Advance or
Type of Advance bear interest or fees on a different basis or
fixed rate henceforth and so on from time to time, and any
reference to the conversion of an Advance or Type of Advance to
another Advance or Type of Advance includes, without limitation,
issue of Refunding Bankers Acceptances to provide for the
payment of maturing Bankers Acceptances and the
continuation of a LIBOR Loan upon the expiry of the then current
LIBOR Period for a successive LIBOR Period.

ARTICLE 2

THE CREDIT FACILITIES

Section 2.1    Credit
Facility.

Upon and subject to the terms and conditions of
this Agreement, the Lender agrees to extend to the Borrower a
revolving credit facility available from time to time during the
Drawdown Period by way of Advances in an aggregate principal
amount such that the maximum aggregate amount of Outstanding
Principal Obligations for all Advances made by the Lender under
the Credit Facility (after giving effect to the making of any
such Advances, all repayments of Outstanding Principal
Obligations made concurrently with making any such Advances and
any conversion of outstanding Advances from one Advance to
another in accordance with Section 2.8) shall not exceed at
any time an amount equal at such time to the Commitment,
provided that the aggregate principal amount of all Advances by
way of overdrafts shall not exceed at any time the maximum
aggregate amount of Cdn. $10,000,000. The Borrower may
borrow, prepay in whole or in part and reborrow Advances during
the Drawdown Period, all in accordance with the terms and
conditions hereof.

Section 2.2    Drawdown
Availability.

Subject to the terms and conditions of this
Agreement:



| |     |                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the Drawdown Period shall terminate at
    11:00 a.m. (Toronto, Ontario time) on the Term Date;                                                                                                                                                                                                                                   
|
| | (b) | from and after such time on the Term Date, the
    Borrower shall cease to be entitled to obtain any further
    Advance under the Credit Facility, subject to conversion of any
    Term Obligations outstanding by way of Advances under the Credit
    Facility from one Advance to another in accordance with
    Section 2.4;
|
| | (c) | provided that no Event of Default has occurred
    and is continuing, the Outstanding Principal Obligations
    outstanding as of the Term Date shall be automatically converted
    as of such time on such Term Date into Term Obligations under
    the Credit Facility;                                                       



18




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| |     |                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | the Outstanding Principal Obligations so
    converted shall be subject to the terms and conditions
    applicable to Term Obligations under the Credit Facility
    pursuant to this Agreement; and             
|
| | (e) | on such Term Date the Commitment in excess of the
    Outstanding Principal Obligations so converted to Term
    Obligations under the Credit Facility shall automatically be
    cancelled on a permanent basis.

Section 2.3    Renewal
of Drawdown Period.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The Borrower may request prior to the occurrence
    of the Amortization Date that the Lender agree to a renewal of
    the Drawdown Period for an additional period of 364 days
    upon the terms and conditions of this Section 2.3 by notice
    in writing (a Renewal Request) to the Lender given
    not less than 60 days nor more than 75 days prior to
    the then current Term Date.                                                                                                                                                                         
|   
|(b) | Upon receipt of any Renewal Request from the
    Borrower, the Lender shall undertake a credit assessment of the
    Borrower consistent with the Lenders then current credit
    standards and practices and when the Lender decides, in its sole
    and total discretion, to renew or not to renew the Drawdown
    Period for an additional 364 day period, the Lender shall
    give the Borrower notice in writing of its decision not less
    than 30 days prior to the then current Term Date.                                                                   
|   
|(c) | If the Lender gives the Borrower a notice in
    writing (a Renewal Acceptance) as provided above
    that the Lender has agreed in its sole and total discretion to
    renew the Drawdown Period for an additional 364 day period,
    then on and as of the date such Renewal Acceptance is given to
    the Borrower, the Term Date will automatically be extended to
    the date that occurs 364 days after the date such Renewal
    Acceptance is given to and deemed to have been received by the
    Borrower pursuant to the terms of this Agreement.         
|   
|(d) | If (i) the Lender fails to advise the
    Borrower of its decision as provided above, or (ii) the
    Lender shall give the Borrower notice in writing of its decision
    not to renew the Drawdown Period pursuant to such Renewal
    Request, the provisions of Section 2.2 shall continue to
    apply to the Credit Facility up until the then current Term Date
    and the Borrower may continue to obtain further Advances during
    the Drawdown Period ending on the then current Term Date upon
    and subject to the terms and conditions of this Agreement.
|   
|(e) | The Borrower acknowledges that (i) the
    Lender has not made any representations to the Borrower
    regarding its intention to renew the Drawdown Period as set
    forth in this Section 2.3 and that the Lender shall not
    have any obligation to renew the Drawdown Period, and
    (ii) no extension of the Term Date or renewal of the
    Drawdown Period pursuant to this Section 2.3 shall extend
    the Term Date or renew the Drawdown Period beyond the
    Amortization Date.                                                                           

Section 2.4    Term
Obligations.

During the Term Credit Period, and subject to the
terms and conditions hereof, including without limitation the
provisions of Section 2.8, Section 3.7 and
Article 7, the Borrower shall be entitled to convert, in
whole or in part, any Term Obligation outstanding by way of an
Advance under the Credit Facility to any other Advance under the
Credit Facility, provided that, in the case of a LIBOR Loan, the
last day of the applicable LIBOR Period shall not occur, and, in
the case of a BA Advance, the Bankers Acceptances
comprising such BA Advance shall not mature, beyond any date on
which a scheduled repayment of Outstanding Principal Obligations
in respect of the Credit Facility is required to be made
pursuant to Article 4 if after giving effect to such
Advance the Outstanding Principal Obligations in respect of
LIBOR Loans and BA Advances which would mature after such date
and all other Outstanding Principal Obligations under the Credit
Facility would exceed the Commitment, after giving effect to
such repayment. Subject to any such conversion, any payment made
on account of Term Obligations shall constitute a permanent
reduction in the Commitment and may not be reborrowed by the
Borrower hereunder.

Section 2.5    Advance
Requests.

The Borrower if it wishes to obtain an Advance
under the Credit Facility, or to convert an existing Advance
under the Credit Facility to another Advance under the Credit
Facility, shall deliver to the Lender an Advance Request in



19




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writing, substantially in the form of
Schedule 1 hereto, in respect of such Advance not later
than 11:00 a.m. (Toronto, Ontario time):




| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | in the case of any Advance by way of LIBOR Loan,
    three Business Days prior to the proposed date of such Advance;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (b) | in the case of any aggregate Advance by way of
    Prime Rate Loan, U.S. Base Rate Loan or BA Advance of
    Cdn. $10,000,000 or more, three Business Days prior to the
    proposed date of such Advance; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (c) | in the case of any other Advance, one Business
    Day prior to the proposed date of such Advance, except that in
    the case of any Prime Rate Loan or U.S. Base Rate Loan of
    $10,000,000 or less requested by a Borrower by way of overdraft
    in any of its accounts with the Lender, the Borrower shall use
    its best efforts to deliver to the Lender in a reasonably timely
    manner (which may be on the proposed date of such Advance) an
    Advance Request by telephone or telecopy notice (or such other
    method of notification as may be agreed upon between the Lender
    and the Borrower), provided that the Lender shall have no
    obligation to advance such Advance unless the Lender has
    received at least one hour prior to the time of the advance of
    such Advance an Advance Request in writing, substantially in the
    form of Schedule 1 hereto, in respect of such Advance,

specifying the date of the Advance, which date
shall be a Business Day in respect of such Advance, the Type of
Advance, the aggregate amount thereof and (in the case of a BA
Advance) the term or terms to maturity of the requested
Bankers Acceptances or (in the case of a LIBOR Loan) the
requested LIBOR Period.

Any such Advance Request, once delivered by the
Borrower to the Lender, shall be binding, and (subject to the
conditions precedent provided for herein conditioning the
Borrowers right to obtain the requested, or any, Advance),
the Borrower shall be obligated to take the requested Advance on
the date specified in such Advance Request. The Lender may rely
and act upon, and shall incur no liability under or in respect
of this Agreement by in good faith relying or acting upon, any
Advance Request under this Section 2.5 given by telephone
or telecopier (or other method of notification as may be agreed
upon between the Lender and the Borrower) believed by the Lender
to be genuine (without any verification inquiries) and to be
signed or sent or given on behalf of the Borrower or by acting
upon any representation or warranty of the Borrower made or
deemed to be made hereunder by reason of or as a result of such
Advance Request.

Section 2.6    Advances
under the Credit Facility.

The aggregate of all Loans to be made by the
Lender in connection with any particular Advance under the
Credit Facility, shall not be less than the lesser of
(i) the aggregate amount of the Commitment in respect of
the Credit Facility not utilized by way of outstanding Advances,
and (ii) an integral multiple of Cdn. $1,000,000, in
the case of a Prime Rate Loan, or an integral multiple of
U.S. $1,000,000, in the case of a U.S. Base Rate Loan
or a LIBOR Loan.

Section 2.7    Currency.

Subject to Sections 6.1, 10.4 and 10.5,
Advances under the Credit Facility shall only be denominated, at
the option of the Borrower, in Canadian Dollars or
U.S. Dollars, and any Advance denominated in either such
currency shall be repayable, and all interest and fees in
respect thereof or in connection therewith shall accrue and be
payable, by the Borrower in like currency.

Section 2.8    Conversion
of Advance.

Subject to the terms and conditions hereof, the
Borrower shall be entitled from time to time to convert any
outstanding Advance to any other Advance or Type of Advance
under the Credit Facility by giving notice thereof to the Lender
in accordance with Section 2.5, provided that:



| |     |                                                                                                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | such conversion does not result in the
    Outstanding Principal Obligations exceeding the then current
    Commitment of the Lender;                                                                      
|
| | (b) | no such conversion of a BA Advance shall be made
    or purported to be made prior to the maturity date of any
    Bankers Acceptance purchased or issued hereunder in
    respect of such BA Advance; and



20




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##### 





| |     |                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | no such conversion of a LIBOR Loan shall be made
    or purported to be made prior to the last day of the LIBOR
    Period applicable to such LIBOR Loan.

Any Advance so converted shall cease to bear
interest and fees as the former Advance, and shall begin to bear
interest and fees as the new Advance, on and as of the date of
such conversion. If the Borrower gives notice to the Lender that
all or any portion of the principal amount of, or the BA
Discount Proceeds in respect of, any new Advance to be advanced
by the Lender to the Borrower is to be applied to repay
Outstanding Principal Obligations in respect of any outstanding
Advance, the Lender shall directly apply such amount to repay
such Outstanding Principal Obligations owing to the Lender in
satisfaction and discharge of the Lenders obligations
hereunder to deposit such amount into the Borrowers
Account.

Section 2.9    LIBOR
Maturity.

Any LIBOR Loan in respect of which the Borrower
shall not have given notice of the conversion of such
outstanding LIBOR Loan to another Advance in accordance with
Section 2.5 shall automatically be converted to a
U.S. Base Rate Loan upon the expiry of the then current
LIBOR Period. Should the Borrower not be entitled to a
U.S. Base Rate Loan at all or in an amount sufficient to
fully repay the principal of, and accrued and unpaid interest
on, such outstanding LIBOR Loan, such principal and interest
shall be due and payable on the expiry of the then current LIBOR
Period and shall bear interest in accordance with
Section 3.2.

Section 2.10    Certain
Provisions Relating to Bankers Acceptances.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Bankers Acceptances shall be issued and
    shall mature on a Business Day. Each Bankers Acceptance
    shall have a term of at least 30 days and not more than
    364 days excluding days of grace, shall mature on or before
    the Maturity Date and shall be in form and substance
    satisfactory to the Lender. No Bankers Acceptance may be
    made or accepted on or after the Termination Date, nor may any
    Bankers Acceptance be prepaid, whether pursuant to
    Section 4.2 or otherwise, or converted to another Type of
    Advance, prior to the maturity date of such Bankers
    Acceptance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(b) | To facilitate the acceptance of Bankers
    Acceptances under this Agreement, the Borrower shall, upon
    execution of this Agreement and from time to time as required,
    provide to the Lender Drafts, in form satisfactory to the
    Lender, duly executed and endorsed in blank by the Borrower in
    quantities sufficient for the Lender to fulfill its obligations
    hereunder. In addition, the Borrower hereby appoints the Lender
    as its attorney to sign and endorse on its behalf, in
    handwriting or by facsimile or mechanical signature as and when
    deemed necessary by the Lender, blank forms of Bankers
    Acceptances and the Borrower shall deliver to the Lender powers
    of attorney, in form satisfactory to the Lender, whereby the
    Borrower appoints the Lender as its attorney to sign and endorse
    on its behalf, in handwriting or by facsimile or mechanical
    signature blank forms of Bankers Acceptances in accordance
    with the terms of such powers of attorney. The Borrower
    recognizes and agrees that all Bankers Acceptances signed
    and/or endorsed on its behalf by the Lender shall bind the
    Borrower as fully and effectually as if signed in the
    handwriting of and duly issued by the proper signing officer of
    the Borrower. The Lender is hereby authorized to issue such
    Bankers Acceptances endorsed in blank in such Face Amounts
    as may be determined by the Lender provided that the aggregate
    amount thereof is equal to the aggregate Face Amount of
    Bankers Acceptances required to be accepted by the Lender.
    The Lender shall not be responsible or liable for its failure to
    accept a Bankers Acceptance if the cause of such failure
    is, in whole or in part, due to the failure of the Borrower to
    provide duly executed and endorsed Drafts to the Lender on a
    timely basis nor shall the Lender be liable for any damage, loss
    or other claim arising by reason of any loss or improper use of
    any such instrument except loss or improper use arising by
    reason of the gross negligence or willful misconduct of the
    Lender, its officers, employees, agents or representatives. The
    Lender shall maintain a record with respect to Bankers
    Acceptances (i) received by it from the Borrower in blank
    hereunder, (ii) voided by it for any reason,
    (iii) accepted by it hereunder, (iv) purchased by it
    hereunder, and (v) cancelled at their respective maturities.
|   
|(c) | Drafts of the Borrower to be accepted as
    Bankers Acceptances hereunder shall be duly executed by a
    duly authorized officer of the Borrower. Notwithstanding that
    any person whose signature appears on any Bankers
    Acceptance as a signatory for the Borrower may no longer be an
    authorized signatory for the Borrower at the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



21




---



##### 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | date of issuance of a Bankers Acceptance,
    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 Bankers Acceptance so
    signed shall be binding on the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(d) | On the requested date of Advance, the Lender
    agrees to purchase from the Borrower, at the face amount thereof
    discounted by the BA Reference Rate, any Bankers
    Acceptance accepted by it and provide to the Borrower, the
    amount of the BA Discount Proceeds in respect thereof, which
    amount (for greater certainty) shall be net of the amount of the
    Acceptance Fee payable by the Borrower to the Lender under
    Section 3.4 in respect of such Bankers Acceptance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(e) | The Lender may at any time and from time to time
    hold, sell, rediscount or otherwise dispose of any or all
    Bankers Acceptances accepted and purchased by it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(f) | The Borrower waives presentment for payment and
    any other defense to payment of any amounts due to the Lender in
    respect of a Bankers Acceptance accepted by it pursuant to
    this Agreement which might exist solely by reason of such
    Bankers Acceptance being held, at the maturity thereof, by
    the Lender in its own right and the Borrower agrees not to claim
    any days of grace if the Lender as holder sues the Borrower on
    any such Bankers Acceptance for payment of the amount
    payable by the Borrower thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(g) | With respect to each Bankers Acceptance,
    the Borrower, prior to the occurrence and continuation of a
    Default or an Event of Default, may give irrevocable written
    notice by means of an Advance Request (or such other method of
    notification as may be agreed upon between the Lender and the
    Borrower) to the Lender at or before 11:00 a.m. (Toronto,
    Ontario time) not less than two Business Days prior to the
    maturity date of such Bankers Acceptance of the
    Borrowers intention to issue one or more Bankers
    Acceptances on such maturity date (each a Refunding
    Bankers Acceptance) to provide for the payment of
    such maturing Bankers Acceptance (it being understood that
    payments by the Borrower and fundings by the Lender in respect
    of each maturing Bankers Acceptance and each related
    Refunding Bankers Acceptance shall be made on a net basis
    reflecting the difference between the Face Amount of such
    maturing Bankers Acceptance and the BA Discount Proceeds
    (net of the applicable Acceptance Fee) of such Refunding
    Bankers Acceptance). Any funding on account of any
    maturing Bankers Acceptance must be made at or before
    11:00 a.m. (Toronto, Ontario time) on the maturity date of
    such Bankers Acceptance. If the Borrower fails to give such
    notice, then subject to satisfaction of the conditions in
    Section VII hereof, the Borrower shall be irrevocably
    deemed to have requested and to have been advanced a Prime Rate
    Loan in the Face Amount of such maturing Bankers
    Acceptance on the maturity date of such Bankers Acceptance
    from the Lender, which Prime Rate Loan shall thereafter bear
    interest as such in accordance with the provisions hereof until
    paid in full. Should the Borrower not be entitled to a Prime
    Rate Loan at all or in an amount sufficient to fully reimburse
    the Lender for the Face Amount of a matured Bankers
    Acceptance, the Face Amount of such Bankers Acceptance
    shall constitute Reimbursement Obligations of the Borrower to
    the Lender and shall bear interest in accordance with
    Section 3.6.
|   
|(h) | If the Lender determines in good faith, which
    determination shall be final, conclusive and binding upon the
    Borrower, and notifies the Borrower that, by reason of
    circumstances affecting the money market, there is no
    competitive market for Bankers Acceptances, then,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



| |      |                                                                                                                                                                                                                                                      
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | the right of the Borrower to request an Advance
    by way of Bankers Acceptances shall be suspended until the
    Lender determines that the circumstances causing such suspension
    no longer exist and the Lender so notifies the Borrower; and
|
| | (ii) | any Advance Request which is outstanding shall be
    deemed to constitute a request for an Advance by way of a Prime
    Rate Loan.                                                                                                                 



|    |                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i) | The Lender shall promptly notify the Borrower of
    the suspension of the Borrowers right to request an
    Advance by way of Bankers Acceptances and of the
    termination of any such suspension.                                                                                                   
|   
|(j) | If an Event of Default shall have occurred and
    then be continuing (whether or not any declaration pursuant to
    Article 10 is made), the Borrower shall forthwith provide
    Cover to, and thereafter shall maintain Cover with, the Lender
    in respect of all outstanding Bankers Acceptances.



22




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|    |                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(k) | Bankers Acceptances accepted or purchased
    by the Lender under this Agreement may, at the option of the
    Lender, be issued in the form of a depository bill
    and deposited with a clearing house, as each such
    term is defined in the Depository Bills and Notes Act
    (Canada).

Section 2.11    Reduction
or Termination of Commitment.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The Borrower shall have the right, exercisable by
    it at any time and from time to time upon not less than three
    Business Days prior written notice to the Lender and without
    penalty, but subject to the terms of this Section 2.11, to
    terminate any portion of the Commitment in respect of the Credit
    Facility not being used by the Borrower, provided that any such
    partial termination shall be in an amount not less than the
    lesser of (i) Cdn. $1,000,000 and integral multiples
    thereof, and (ii) the entire amount of the unused
    Commitment. Notwithstanding the foregoing, the Borrower shall
    not be entitled to thereby (i) reduce the Commitment of the
    Lender below the then Outstanding Principal Obligations under
    the Credit Facility, or (ii) to prepay any outstanding BA
    Advance or LIBOR Loan, unless the Borrower shall pay to the
    Lender all interest accrued to the date of such prepayment on
    the Advances so prepaid, provide Cover to and thereafter
    maintain Cover with, the Lender in respect of all outstanding
    Bankers Acceptances related to such BA Advances and on
    demand pay to the Lender any additional amounts payable pursuant
    to Section 11.7. No such reduction or termination of the
    Commitment in respect of the Credit Facility pursuant to this
    Section may be reinstated without the prior written approval of
    the Lender. Concurrently with the giving of any such notice, the
    Borrower shall prepay the Standby Fee that will have accrued due
    on the amount of the terminated portion of the Commitment to the
    effective date of such termination.
|   
|(b) | On the Termination Date in respect of the Credit
    Facility, all Commitments in respect of the Credit Facility
    shall be terminated in their entirety.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Section 2.12    Use
of Proceeds.

The proceeds of the Advances shall be used by the
Borrower only for Permitted Purposes, provided that as against
the Borrower and any other Person, the Lender shall not have any
responsibility as to the use of any such proceeds.

ARTICLE 3

INTEREST AND FEES

Section 3.1    Interest
on Prime Rate Loans.

The Borrower shall pay interest on the
outstanding principal amount of each Prime Rate Loan outstanding
under the Credit Facility from the date on which such Prime Rate
Loan was made until such outstanding principal amount shall have
been repaid in full, and both before and after maturity, default
and judgment, at a floating rate per annum equal to the Prime
Rate in effect from time to time plus the Applicable Margin in
respect of Prime Rate Loans in effect from time to time,
calculated daily and compounded and payable (a) monthly in
arrears on the last Business Day of each month of each year, and
(b) on the date on which such Prime Rate Loan becomes due
and payable or is converted to another Type of Advance as
contemplated by Article 2, in each case based on the actual
number of days elapsed and a year of 365 or 366 days, as
the case may be.

Section 3.2    Interest
on U.S. Base Rate Loans.

The Borrower shall pay interest on the
outstanding principal amount of each U.S. Base Rate Loan
outstanding under the Credit Facility from the date on which
such U.S. Base Rate Loan was made until such outstanding
principal amount shall have been repaid in full, and both before
and after maturity, default and judgment, at a floating rate per
annum equal to the sum of the U.S. Base Rate in effect from
time to time plus the Applicable Margin in respect of
U.S. Base Rate Loans in effect from time to time,
calculated daily and compounded and payable (a) monthly in
arrears on the last Business Day of each month of each year, and
(b) on the date on which such U.S. Base Rate Loan
becomes due and payable or is converted to another Type of
Advance as contemplated by Article 2, in each case based on
the actual number of days elapsed and a year of 365 or
366 days, as the case may be.



23




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Section 3.3    Interest
on LIBOR Loans.

The Borrower shall pay interest on the
outstanding principal amount of each LIBOR Loan outstanding
under the Credit Facility from the date on which such LIBOR Loan
was made until such outstanding principal amount shall have been
repaid in full, and both before and after maturity, default and
judgement, at a rate per annum equal at all times during each
LIBOR Period for such LIBOR Loan to the sum of the LIBO Rate for
such LIBOR Period plus the Applicable Margin in respect of LIBOR
Loans in effect from time to time, in each case calculated daily
and compounded and payable (a) in arrears on the last day
of such LIBOR Period unless such LIBOR Period is greater than
90 days, in which case such interest shall be calculated
daily and compounded and payable quarterly in arrears as well as
on the last day of such LIBOR Period, and (b) on the date
on which such LIBOR Loan otherwise becomes due and payable or is
converted to another Type of Advance as contemplated by
Article 2, in each case based on the actual number of days
elapsed and a year of 360 days.

Section 3.4    Acceptance
Fee.

The Borrower shall pay the Lender a fee equal to
the Applicable Margin in respect of BA Advances in effect from
time to time of the Face Amount of each Bankers Acceptance
accepted or purchased by the Lender multiplied by a fraction the
numerator of which is the term to maturity of such Bankers
Acceptance, expressed in days, and the denominator of which is
365 (or 366 during a year of 366 days), which fee shall be
paid as a condition precedent to any obligation on the part of
the Lender to accept or purchase such Bankers Acceptance.
If at the time of an increase in the Applicable Margin in
respect of BA Advances there exists any outstanding BA Advance,
then the Borrower shall pay to the Lenders an amount in respect
of such BA Advance equal to the product obtained by multiplying
(i) the product of (A) the difference between the
Applicable Margin in respect of BA Advances in effect prior to
such change in the Applicable Margin in respect of BA Advances
and the Applicable Margin in respect of BA Advances in effect
immediately after such change, and (B) the aggregate Face
Amount of the Bankers Acceptances in respect of such BA
Advance, by (ii) the quotient obtained by dividing
(A) the number of days to maturity remaining in respect of
such BA Advance at such time, by (B) 365 days. Any
payment in respect of an outstanding BA Advance as a result of a
change in the Applicable Margin in respect of BA Advances shall
be paid on the maturity date of the Bankers Acceptances in
respect of such BA Advance.

Section 3.5    Standby
Fee.

The Borrower shall pay the Lender a standby fee
in respect of the Credit Facility at the rate of 0.2% per
annum (based on a year of 365 or 366 days, as the case may
be) on the Available Commitment, expressed in Canadian Dollars
and calculated on a daily basis and compounded and payable
quarterly in arrears on the last Business Day of January, April,
July and October in each year and on the Termination Date.

Section 3.6    Reimbursement
Obligations.

The amount of any Reimbursement Obligation may,
if the applicable conditions precedent specified in
Article 7 hereof have been satisfied, be paid with the
proceeds of Prime Rate Loans or, as provided in
Section 2.10(g), by the purchase of Refunding Bankers
Acceptances. Pending any such repayment in full, the Borrower
shall pay to the Lender interest on any Reimbursement Obligation
at the Past Due Rate, from and including the date on which such
Reimbursement Obligations arose to the date of payment in full,
calculated daily and compounded monthly in arrears based on the
number of days elapsed and a year of 365 or 366 days, as
the case may be, and payable on demand, both before and after
judgement in respect thereof.

Section 3.7    Fixed
Rate Option

Subject to the availability of fixed rate funds,
the Borrower may, at its option, provided that such option may
be exercised only once by notice in writing to the Lender given
not more than 30 days prior to the Term Date or during the
Term Credit Period, request the Lender to fix the rate at which
all, but not less than all, of the Term Obligations shall bear
interest during the then remaining Term Credit Period, which
fixed rate shall be equal to (i) the annual rate of
interest equal to the Canadian Dollar interest swap rate quoted
by the Lender for the then remaining Term Credit Period as of
the later of (A) the Term Date, and (B) any date
within 30 days after the date such notice is given to the
Lender specified by the Borrower in such notice, plus
(ii) 1.375% per annum. Interest



24




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##### 



payable at such fixed rate shall be compounded
and payable (a) monthly in arrears on the last Business Day
of each month of each year, and (b) on the date on which
such Term Obligations become due and payable, in each case based
on the actual number of days elapsed and a year of 365 or
366 days, as the case may be. Any interest payable at such
fixed rate not paid on the date it is due and payable pursuant
to this Section 3.7 shall bear interest from such date at
the Past Due Rate. Upon the exercise by the Borrower of its
option pursuant to this Section 3.7 all rights or
entitlements of the Borrower to convert, in whole or in part,
any Term Obligation to any other Advance or Type of Advance
under the Credit Facility shall be permanently terminated.


Section 3.8    Yearly
Rate Statements.

For the purpose of complying with the Interest
Act (Canada), it is expressly stated that:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | where interest is calculated pursuant hereto at a
    rate based on a 365 day period, the yearly rate or
    percentage of interest to which such rate is equivalent is such
    rate multiplied by the actual number of days in the year (365 or
    366, as the case may be) divided by 365;                                                                                                                                                                  
|
| | (b) | where interest is calculated pursuant hereto at a
    rate based on a 360 day period, the yearly rate or
    percentage of interest to which such rate is equivalent is such
    rate multiplied by the actual number of days in the year (365 or
    366, as the case may be) divided by 360; and                                                                                                                                                              
|
| | (c) | the rates of interest specified in this Agreement
    are nominal rates and not effective rates or yields and the
    parties hereto acknowledge that there is a material distinction
    between the nominal and effective rates of interest, that they
    are capable of making the calculations necessary to compare such
    rates and that the principle of deemed reinvestment of interest
    shall not apply to any calculations of interest hereunder.

ARTICLE 4

REPAYMENT OF OBLIGATIONS

Section 4.1    Repayment
on Maturity.

The Obligations shall become due and payable, and
shall be paid in full, on the Termination Date.

Section 4.2    Voluntary
Repayment

Subject to the terms and conditions hereof, the
Borrower may, without bonus or penalty, upon prior written
notice to the Lender specifying the proposed date and aggregate
principal amount of the prepayment and the Advance or Advances
on account of which such prepayment is to be applied, prepay the
specified principal amount on account of the then Outstanding
Principal Obligations under the Credit Facility, together with
all accrued interest to the date of such prepayment on the
specified principal amount so prepaid and any other amounts
payable to the Lender by the Borrower hereunder in respect
thereof including, without limitation, pursuant to
Section 11.7. Such notice shall be given at or before
11:00 a.m. (Toronto, Ontario time) not less than three
Business Days, in the case of a prepayment of
Cdn. $10,000,000 or more, and in any other case, not less
than one Business Day, prior to the proposed date of prepayment
and, once given, any such notice shall be irrevocable and
binding upon the Borrower. Notwithstanding the foregoing, the
Borrower shall not be entitled to prepay any outstanding BA
Advance or LIBOR Loan, unless the Borrower shall pay to the
Lender all interest accrued to the date of such prepayment on
the Advances so prepaid, provide Cover to and thereafter
maintain Cover with, the Lender in respect of all outstanding
Bankers Acceptances related to such BA Advances and on
demand pay to the Lender any additional amounts payable pursuant
to Section 11.7, nor shall the Borrower be entitled to give
any such notice or to make any such prepayment unless each
partial prepayment is in an aggregate principal amount of not
less than Cdn. $1,000,000.

Section 4.3    Mandatory
Repayment of Credit Facility.

Subject to the terms and conditions hereof, the
Outstanding Principal Obligations under the Credit Facility
shall be repaid forthwith, upon demand by or on behalf of the
Lender, to the extent that the Outstanding Principal Obligations
under the Credit Facility exceed the then current Commitment in
respect of the Credit Facility, whether as a result of oversight
or otherwise, together with all accrued interest to the date of
such repayment on the



25




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##### 



principal amount so repaid and any other amounts
payable to the Lender by the Borrower hereunder in respect
thereof including, without limitation, pursuant to
Section 11.7, provided that any such repayment of the
Outstanding Principal Obligations in respect of any BA Advance
shall be discounted for the period to the maturity of the
Bankers Acceptances outstanding in respect of such BA
Advance at the Canada Treasury Bill Rate for such discount
calculation period in effect on the date of such repayment.


Section 4.4    Scheduled
Repayment of Obligations.

Subject to the Lenders rights of
acceleration pursuant to Article 10 and without limiting
Section 4.1:



| |     |                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | if the Amortization Date does not occur, the
    Outstanding Principal Obligations shall be repaid by the
    Borrower in full on the Maturity Date; or



| |     |                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------
| | (b) | if the Amortization Date occurs, the Borrower
    shall repay Outstanding Principal Obligations in:



| |       |                                                                                                                                                                                                                                                                                       
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | two equal semi-annual payments on the first and
    second semi-annual anniversaries of the Amortization Date, in an
    aggregate amount equal to 15% of the aggregate Outstanding
    Principal Obligations as of the Amortization Date; plus                                       
|
| | (ii)  | two equal semi-annual payments on the third and
    fourth semi-annual anniversaries of the Amortization Date, in an
    aggregate amount equal to an additional 25% of the aggregate
    Outstanding Principal Obligations as of the Amortization Date,
    plus                     
|
| | (iii) | in two equal semi-annual payments on the fifth
    and sixth semi-annual anniversaries of the Amortization Date, in
    an aggregate amount equal to the aggregate Outstanding Principal
    Obligations remaining unpaid immediately prior to such fifth
    semi-annual anniversary,

provided that, notwithstanding the foregoing, if
the Amortization Date occurs after the Term Date and the
Maturity Date therefore occurs prior to one or more of the
semi-annual payment dates referred to above, the Outstanding
Principal Obligations remaining unpaid on the Maturity Date
shall be due and payable, and shall be repaid by the Borrower,
in full on the Maturity Date.

ARTICLE 5

PAYMENTS AND ACCOUNTS

Section 5.1    Maintenance
of Accounts.

The Borrower shall open in its name and maintain
the Borrowers Accounts with the Lender at the
Lenders Branch.

Section 5.2    Payments
by Borrower.

Any payment by the Borrower on account of any
amount due and payable by it hereunder, whether on account of
principal, interest, fees, costs and expenses or otherwise,
shall be made by the Borrower in the currency in which such
payment is due in immediately available funds to the Lender at
the Lenders Branch. No payment by the Borrower shall be
effective until such time as it is so paid to the Lender at the
Lenders Branch. The Borrower shall make all payments
hereunder regardless of any counterclaim, compensation or
set-off rights of the Borrower.

Section 5.3    Due
Date of Payments.

Whenever any payment hereunder shall be stated to
be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of
interest or fees, as the case may be, payable on such date,
provided that if any such extension would cause repayment of the
principal of or interest on a LIBOR Loan to be made in the next
following calendar month, such payment shall be made on the last
preceding Business Day with interest payments adjusted
accordingly.



26




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Section 5.4    Time
of Payments.

All payments to be made by the Borrower to the
Lender shall be paid in immediately available funds no later
than 11:00 a.m. (Toronto, Ontario time) on the date of
payment in order to obtain same day credit. Any such payment so
paid after such time on such date shall be deemed to have been
paid on the next following Business Day.

Section 5.5    Form
and Amount of Payments.

All amounts due hereunder, whether for principal,
interest, or otherwise, in respect of any Advance denominated in
Canadian Dollars shall be paid in full by the Borrower in
Canadian Dollars, and all amounts due hereunder, whether for
principal, interest fees or otherwise, in respect of any Advance
denominated in U.S. Dollars shall be paid in full in
U.S. Dollars, and all amounts due hereunder in respect of
costs and expenses shall be paid in full by the Borrower in the
currency in which such costs or expenses were originally
incurred, in any case without set-off, withholding or deduction
of any kind or nature whatsoever unless required by law, and
then subject to Section 11.8.

Section 5.6    Charging
Borrowers Accounts.

In respect of all Obligations the Borrower hereby
irrevocably authorizes and instructs the Lender to withdraw from
or debit, from time to time when such Obligations are due and
payable, any account of the Borrower with the Lender for the
purpose of satisfying payment thereof. Without limiting the
generality of the foregoing, the Borrower hereby authorizes the
Lender, if and to the extent that any payment owed to the Lender
by the Borrower in respect of such Obligations is not made when
due hereunder, to charge from time to time against any or all of
the Borrowers accounts with the Lender, including without
limitation the Borrowers Accounts, the full amount of the
payment so due.

ARTICLE 6

CURRENCY AND COSTS

Section 6.1    Market
Disruption and Illegality.

If the Lender determines in good faith and acting
reasonably, which determination shall be final, conclusive and
binding upon the Borrower, and notifies the Borrower that
(a) by reason of circumstances affecting financial markets
inside or outside Canada or the United States, as the case may
be, deposits of U.S. Dollars are unavailable to Canadian
banks generally; (b) adequate and fair means do not exist
for ascertaining the applicable interest rate on the basis
provided in the definition of LIBO Rate or U.S. Base Rate,
as the case may be; (c) the making or continuation of any
U.S. Base Rate Loans or LIBOR Loans, as the case may be,
has been made impracticable by the occurrence of an event (other
than a mere increase in rates payable by the Lender to fund the
Loans) which materially and adversely affects the funding of the
Credit Facility at any interest rate computed on the basis of
the LIBO Rate or the U.S. Base Rate, as the case may be; or
(d) any change to the present, or the introduction of any
future, Legal Requirement or any guideline, directive, policy,
request or requirement with which it is customary for the Lender
to comply (whether or not having the force of law) of any
Governmental Authority, or in the interpretation or application
thereof by any Governmental Authority, has made it unlawful for
the Lender to make, fund, or maintain or to give effect to its
obligations in respect of any Type of Advance as contemplated
hereby, then the Lender shall notify the Borrower in writing
thereof and:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the right of the Borrower to select any affected
    Type of Advance shall be suspended until the Lender determines
    in good faith that the circumstances causing such suspension no
    longer exist and the Lender so notifies the Borrower;                                                                                                                                                                                                        
|
| | (b) | if any affected Type of Advance is not yet
    outstanding, any outstanding request for such Type of Advance
    shall be cancelled and the Type of Advance requested therein
    shall not be made; and                                                                                                                                                                                                                                                 
|
| | (c) | if any Advance is already outstanding at any time
    when the right of the Borrower to select that Type of Advance is
    suspended, in addition to its rights under Section 4.2, the
    Borrower shall, by written notice to the Lender given within
    three Business Days of the date of the notification, elect to
    (i) prepay within (A) seven Business Days of the date
    of such written notice to the Lender such Advance (in the case of



27




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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Outstanding Principal Obligations in respect of
    any BA Advance, discounted for the period to the maturity of the
    Bankers Acceptances outstanding in respect of such BA
    Advance at the Canada Treasury Bill Rate for such discount
    calculation period in effect on the date of such prepayment),
    but should it do so the Borrower shall pay to the Lender all
    interest accrued to the date of such prepayment on the Advances
    so prepaid and on demand all such amounts as are required to
    compensate the Lender for (A) any Compensating Amount
    payable pursuant to Section 6.2, and (B) any
    additional amounts payable pursuant to Section 11.7, or
    (ii) convert, immediately, or in the case of a LIBOR Loan,
    effective the last day of the then current LIBOR Period
    applicable thereto (or on such earlier date as may be required
    to comply with any applicable Legal Requirement), or in the case
    of a BA Advance, on the maturity date of the outstanding
    Bankers Acceptances in respect of such BA Advance (or on
    such earlier date as may be required to comply with any
    applicable Legal Requirement), such outstanding Advance to
    another Type of Advance which the Borrower is then entitled to
    select, failing which such outstanding Advance shall be
    converted, at the sole discretion of the Lender, to another Type
    of Advance which the Borrower is then entitled to select as of
    the date specified above for conversion of such outstanding
    Advance by the Borrower or, if the Borrower is not then entitled
    to select any other Type of Advance, the Borrower shall
    immediately prepay such Advance as above provided.

If the provisions of this Section 6.1 apply
or prepayment is made of any Advance, the Lender and the
Borrower shall negotiate in good faith with a view to providing
alternative funding arrangements for the Borrower in a similar
amount (or the equivalent thereof in another currency) and on
similar terms to the amount affected or prepaid to the extent
reasonably practicable, provided that such alternative funding
arrangements shall not be, in the reasonable judgment of the
Lender, materially disadvantageous to the Lender.

Section 6.2    Additional
Payments.

If subsequent to the date hereof (a) any
change in applicable Legal Requirements or any change in the
interpretation or application thereof by any Governmental
Authority; or (b) compliance by the Lender with any
guideline, direction, request or requirement with which it is
customary for the Lender to comply (whether or not having the
force of law) of any Governmental Authority shall have the
effect of:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | increasing the cost to the Lender (which it would
    not otherwise have incurred) of continuing to provide or
    maintain the Credit Facility (including, without limitation, the
    costs of maintaining any reserve or special deposit or similar
    requirements with respect to this Agreement, or with respect to
    its obligations hereunder or thereunder), other than an
    increased cost resulting from a generally applicable higher rate
    of tax imposed on the overall net income or capital of the
    Lender;
|
| | (b) | imposing on the Lender or expecting there to be
    maintained by the Lender any additional reserve, special deposit
    or similar requirement or any additional capital adequacy or
    additional capital requirement (including, without limiting the
    generality of the foregoing, under any Capital Adequacy
    Guideline or any other requirement which affects the
    Lenders allocation of capital resources to its
    obligations) in respect of the Lenders obligations
    hereunder;                             
|
| | (c) | reducing any amount paid or payable to the Lender
    under this Agreement in any amount which is material;                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (d) | causing the Lender to make any payment or to
    forego any return, on a basis calculated by reference to any
    amount received or receivable by the Lender under this
    Agreement; or                                                                                                                                                                                                                                                                                                                                            
|
| | (e) | directly or indirectly reducing the effective
    return to the Lender under this Agreement or on the
    Lenders overall capital as a result of entering into this
    Agreement or as a result of any of the transactions or
    obligations contemplated by this Agreement (other than a
    reduction resulting from a generally applicable higher rate of
    tax imposed on the net income or capital of the Lender) received
    or receivable by the Lender under this Agreement;                                            

the Borrower shall, subject to the terms and
conditions hereof, pay such amount (the Compensating
Amount) as may be necessary to compensate the Lender for
and will indemnify the Lender against any such additional cost,



28




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##### 



reduction, payment or foregone return. The
payment by the Borrower of such Compensating Amount is not, and
shall not be deemed to be or construed as, a repayment on
account of any Outstanding Principal Obligations.


The Lender shall, forthwith after the Lender
becoming aware of the occurrence of an event entitling the
Lender to the payment of a Compensating Amount and the Lender
determining to claim such Compensating Amount (which
determination the Lender shall make without undue delay), give
notice to the Borrower of the Compensating Amount claimed with
details of the events giving rise thereto and shall at that time
or within twenty (20) days thereafter provide to the
Borrower a certificate setting out in reasonable detail a
compilation of the Compensating Amount claimed (and where
appropriate the Lenders reasonable allocation to its
Advances hereunder of Compensating Amounts with respect to the
aggregate of such similar credits granted by the Lender affected
by such event) or, if the Lender is then unable to determine the
Compensating Amount or the method of compilation thereof an
estimate of such Compensating Amount and/or the method or the
basis on which the Lender estimates the calculation will be made
which estimate will be confirmed or adjusted by the aforesaid
certificate. The certificate of the Lender with respect to the
Compensating Amount shall be conclusive evidence of the amount
thereof, absent manifest error.

The Borrower shall within thirty (30) days
of receipt of such notice from the Lender pay to the Lender the
Compensating Amount (or the estimated Compensating Amount)
claimed but, if the Compensating Amount claimed and paid is
greater or lesser than the Compensating Amount as finally
determined, the Lender or the Borrower, as the case may be,
shall pay to the other the amount required to adjust the payment
to the Compensating Amount required to be paid. The obligation
to pay such a Compensating Amount for subsequent periods will
continue, subject as herein provided, until the earlier of the
payment in full of the Obligations owed to the Lender and the
lapse or cessation of the event giving rise to the Compensating
Amount.

Section 6.3    Prepayment
and Conversion.

In addition to the Borrowers rights under
Section 4.2, if any notification of a Compensating Amount
is given under Section 6.2 in respect of any Advance, then
the Borrower may, by written notice to the Lender given within
thirty Business Days next following the date of the
notification, elect to prepay such Advances (in the case of
Outstanding Principal Obligations in respect of any BA Advance,
discounted for the period to the maturity of the Bankers
Acceptances outstanding in respect of such BA Advance at the
Canada Treasury Bill Rate for such discount calculation period
in effect on the date of such prepayment) or to convert all such
Advances to any other Type of Advance, but should it do so the
Borrower shall pay to the Lender all interest accrued to the
date of such prepayment on the Advances so prepaid and on demand
all such amounts as are required to compensate the Lender for
(a) any Compensating Amount payable pursuant to
Section 6.2, and (b) any additional amounts payable
pursuant to Section 11.7.

Section 6.4 Mitigation.

If the provisions of Section 6.1 become
applicable or any Compensating Amount becomes payable pursuant
to Section 6.2, the Lender shall use its reasonable efforts
(subject to any legal and regulatory restrictions) to avoid the
necessity of invoking the provisions of Section 6.1 or to
avoid the need for paying, or to reduce, such additional
Compensating Amount, including changing the jurisdiction of its
applicable lending office; provided that the taking of any such
action would not, in the reasonable judgment of the Lender, be
materially disadvantageous to the Lender.

Section 6.5 Mandatory
Prepayment.

In the event that the provisions of
Section 6.1 become applicable or any Compensating Amount
becomes payable to the Lender pursuant to Section 6.2, the
Borrower may, at its own expense and in its sole discretion
terminate the Commitment of the Lender and prepay all
Outstanding Principal Obligations to the Lender (in the case of
Outstanding Principal Obligations in respect of any BA Advance,
discounted for the period to the maturity of the Bankers
Acceptances outstanding in respect of such BA Advance at the
Canada Treasury Bill Rate for such discount calculation period
in effect on the date of such prepayment); provided that
(a) the Borrower shall have paid to the Lender (i) the
Outstanding Principal Obligations in respect of (in the case of
Outstanding Principal Obligations in respect of any BA Advance,
discounted as above provided) and interest accrued to the date
of such payment on the Advances made by the Lender hereunder,
(ii) any Compensating Amount payable pursuant to
Section 6.2, (iii) any



29




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additional amounts payable pursuant to
Section 11.7, (iv) Standby Fees accrued to the date of
suspension of all Types of Advances pursuant to Section 6.1
or the date of such payment, whichever is earlier, and
(v) all other amounts (excluding Standby Fees) owed to the
Lender hereunder, and (b) such termination of the
Commitment of the Lender and prepayment of Advances is not
prohibited by any Legal Requirement.


ARTICLE 7

CONDITIONS PRECEDENT TO LENDING

Section 7.1 Conditions Precedent to
Initial Advance.

The obligation of the Lender to make its initial
Advance under the Credit Facility is subject to the Lender
having received the following, each dated as of a date
satisfactory to the Lender and in form and substance reasonably
satisfactory to the Lender, provided that such condition
precedent, being for the sole benefit of the Lender, may be
unilaterally waived by it in whole or in part at any time on or
before the date of the initial Advance:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | certified copies of the articles and borrowing
    by-laws of the Borrower, together with a related certificate of
    non-restriction;                                                                                                                                                                                                                                                              
|
| | (b) | certified copies of the resolutions of the board
    of directors of the Borrower approving and authorizing the
    execution, delivery and performance of this Agreement;                                                                                                                                                                                                                           
|
| | (c) | a certificate of status or like certificate with
    respect to the Borrower issued by the appropriate Governmental
    Authority of the jurisdiction of its incorporation;                                                                                                                                                                                                                          
|
| | (d) | a certificate of the Secretary or an Assistant
    Secretary of the Borrower, certifying as to the names and true
    signatures of its officers authorized to sign this Agreement and
    the other Loan Documents;                                                                                                                                                                                 
|
| | (e) | a certificate of a Senior Officer of the Borrower
    to the effect that all representations and warranties of the
    Borrower set forth in Article 8 are true in all material
    respects as of the initial Drawdown Date;                                                                                                                                                                        
|
| | (f) | such other certificates and documentation
    relating to the Borrower or this Agreement as separately agreed
    to by the Borrower and the Lender;                                                                                                                                                                                                                                                 
|
| | (g) | a certificate of a Senior Officer of the Borrower
    that there has been no material adverse change in the financial
    condition or results of operations of the Borrower and its
    Subsidiaries, taken as a whole, from the financial condition and
    results of operations of the Borrower and its Subsidiaries
    presented in the financial statements listed in
    Schedule 8.1(l); and
|
| | (h) | favourable opinion of counsel for the Borrower to
    and in favour of the Lender in form and substance reasonably
    satisfactory to the Lender and its counsel.                                                                                                                                                                                                                                   

Section 7.2    Conditions
Precedent to Each Advance.

The obligation of the Lender to make any Advance
(including the initial Advance) under the Credit Facility is
subject to the fulfilment of each of the following conditions
precedent to the reasonable satisfaction of the Lender (provided
that each such condition precedent, being for the sole benefit
of the Lender, may be unilaterally waived by it in whole or in
part at any time either generally or with respect to any
particular Advance):



| |     |                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the Lender shall have received from the Borrower
    a duly completed Advance Request in accordance with the
    provisions of this Agreement in that regard;                                                                    
|
| | (b) | the representations and warranties set forth
    herein and in any other Loan Document shall be true and correct
    in all material respects, both on the date of such Advance
    Request and on the requested date of Advance;
|
| | (c) | the Borrower shall have observed and performed in
    all material respects all covenants set forth herein and in any
    other Loan Document;                                                                                   



30




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| |     |                                                                                                                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------
| | (d) | no Default or Event of Default shall have
    occurred and be continuing or will result from giving effect to
    such Advance Request;
|
| | (e) | the making of the requested Advance shall not be
    prohibited by any Legal Requirement.                                              

The submission by the Borrower of an Advance
Request shall be deemed to constitute a representation and
warranty by the Borrower that the conditions precedent to the
making of the Advance requested thereby set forth in this
Article 7 have been satisfied in full.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES

Section 8.1    Representations
and Warranties by the Borrower.

The Borrower represents and warrants to the
Lender, acknowledging that the Lender is relying thereon without
independent inquiry in entering into this Agreement and making
Advances from time to time hereunder, that:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Organization and
    Qualification.The Borrower is a
    corporation duly incorporated and organized and validly existing
    and in good standing and up-to-date in the filing of all
    corporate, financial and other returns under the laws of
    Ontario, the jurisdiction of its incorporation, except where the
    failure to file any such corporate, financial or other return
    does not affect the Borrowers good standing and would not
    otherwise have a Material Adverse Effect; it is duly authorized
    to do business wherever the nature of its material properties or
    activities requires authorization, except to the extent that a
    failure to be so duly authorized would not have a Material
    Adverse Effect, and it has the corporate right, power and
    authority and all material governmental licences,
    authorizations, consents, registrations and approvals required
    to own and lease its material properties and assets and to
    conduct the business in which it is presently engaged, except to
    the extent that the lack thereof would not have a Material
    Adverse Effect. The Borrower has delivered to the Lender a
    complete and correct copy of the charter documents and borrowing
    by-laws of the Borrower, in each case as amended to the date of
    such delivery, and there have been no amendments to any such
    charter documents or by-laws other than as have been disclosed
    to the Lender;
|
| | (b) | Corporate Power.The
    Borrower has full corporate right, power and authority to enter
    into and perform its obligations under each of the Loan
    Documents and the Borrower and each Material Subsidiary has full
    corporate power and authority to own and operate its properties
    and to carry on its business as now conducted and as presently
    proposed to be conducted;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (c) | Conflict with Other
    Instruments.The execution and
    delivery by the Borrower of the Loan Documents, the performance
    by the Borrower of its obligations thereunder and hereunder (as
    the case may be) and compliance with the terms, conditions and
    provisions thereof and hereof will not (i) contravene,
    result in any breach of, or constitute a default under, or
    result in the creation of any Lien in respect of any property of
    the Borrower or any Subsidiary under, any indenture, mortgage,
    deed of trust, loan, purchase or credit agreement, lease,
    corporate charter or by-laws, or any other Material agreement or
    instrument to which the Borrower or any Subsidiary is bound or
    by which the Borrower or any Subsidiary or any of their
    respective properties may be bound or affected,
    (ii) conflict with or result in a breach of any of the
    terms, conditions or provisions of any order, judgment, decree
    or ruling of any court, arbitrator or Governmental Authority
    applicable to the Borrower or any Subsidiary or
    (iii) violate any provision of any statute or other rule or
    regulation of any Governmental Authority applicable to the
    Borrower or any Subsidiary;                                                                                                                                                                                                                   
|
| | (d) | Authorization, Governmental Approvals,
    etc.The execution and delivery of
    each of the Loan Documents by the Borrower and the performance
    by the Borrower of its obligations hereunder and thereunder (as
    the case may be) have been duly authorized by all necessary
    corporate action; no consent, approval, order, authorization,
    licence, exemption or designation of or by any Governmental
    Authority or other Person is required in connection with the
    execution, delivery and performance by the Borrower of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



31




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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | this Agreement or any of the other Loan Documents
    except such as have been obtained and true copies of which have
    been delivered to the Lender on or prior to the Restatement
    Date; and no registration, qualification, designation,
    declaration or filing with any Governmental Authority is or was
    necessary to enable or empower the Borrower to enter into and to
    perform its obligations under the Loan Documents except such as
    have been made or obtained and are in full force and effect,
    unamended;                                     
|
| | (e) | Due Execution.The
    Loan Documents have each been duly executed and delivered by the
    Borrower and each constitutes a legal, valid and binding
    obligation of the Borrower enforceable in accordance with its
    terms, subject to bankruptcy, insolvency, arrangement and other
    laws affecting the enforcement of creditors rights
    generally (other than those pertaining to settlements,
    fraudulent conveyances, assignments and preferences) and the
    availability, in the discretion of a court of competent
    jurisdiction, of equitable remedies;
|
| | (f) | Ranking.The
    Obligations rank at least pari passu in right of payment with
    all other Senior Debt (actual or contingent) of the Borrower
    including, without limitation, all Senior Debt of the Borrower
    described in Schedule 8.1(i);                                                                                                                                                                                                                                                                                                                               

(g)  Ownership of Property.



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | The Borrower and its Subsidiaries have good and
    sufficient title to their respective properties that,
    individually or in the aggregate, are Material, including all
    such properties reflected in the most recent audited balance
    sheet referred to in Section 8.1(n) or purported to have
    been acquired by the Borrower or any Subsidiary after said date
    (except as sold or otherwise disposed of in the ordinary course
    of business), in each case free and clear of Liens prohibited by
    this Agreement. All leases that, individually or in the
    aggregate, are Material are valid and subsisting and are in full
    force and effect in all material respects;
|
| | (ii) | Except as disclosed in Schedule 8.1(g),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



| |     |                                                                                                                                                                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) | the Borrower and its Subsidiaries own, possess or
    are licensed to use all licenses, permits, franchises,
    authorizations, patents, copyrights, service marks, trademarks,
    trade names and domain names, or rights thereto, that,
    individually or in the aggregate, are Material, without known
    conflict with the rights of others;
|
| | (B) | to the best knowledge of the Borrower, no product
    of the Borrower infringes in any material respect any license,
    permit, franchise, authorization, patent, copyright, service
    mark, trademark, trade name, domain name or other right owned by
    any other Person; and                                                                 
|
| | (C) | to the best knowledge of the Borrower, there is
    no Material violation by any Person of any right of the Borrower
    or any of its Subsidiaries with respect to any patent,
    copyright, service mark, trademark, trade name, domain name or
    other right owned or used by the Borrower or any of its
    Subsidiaries;                     

(h)  Subsidiaries.



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | Schedule 8.1(h) contains (except as noted
    therein) complete and correct lists (A) of the
    Borrowers Subsidiaries, showing, as to each Subsidiary,
    the correct name thereof, the jurisdiction of its organization,
    the percentage of shares of each class of its share capital or
    similar equity interests outstanding owned by the Borrower and
    each other Subsidiary and, as of the Restatement Date, whether
    such Subsidiary is a Material Subsidiary, (B) of the
    Borrowers Affiliates, other than Subsidiaries, and
    (C) of the Borrowers directors and Senior Officers;
|
| | (ii) | All of the outstanding share capital or similar
    equity interests of each Subsidiary shown in
    Schedule 8.1(h) as being owned by the Borrower and its
    Subsidiaries have been validly issued, are fully paid and
    nonassessable and are owned by the Borrower or another
    Subsidiary free and clear of any Lien (except as otherwise
    disclosed in Schedule 8.1(h));                                                                                                                                                                                                                          



32




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| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | Each Subsidiary identified in
    Schedule 8.1(h) is a corporation or other legal entity duly
    organized, validly existing and in good standing under the laws
    of its jurisdiction of organization, and is duly qualified as a
    foreign corporation or other legal entity and is in good
    standing in each jurisdiction in which such qualification is
    required by law, other than those jurisdictions as to which the
    failure to be so qualified or in good standing could not,
    individually or in the aggregate, reasonably be expected to have
    a Material Adverse Effect. Each such Subsidiary has the
    corporate or other power and authority to own or hold under
    lease the properties it purports to own or hold under lease and
    to transact the business it transacts and proposes to transact;
|
| | (iv)  | No Subsidiary is a party to, or otherwise subject
    to any legal restriction or any agreement (other than this
    Agreement, the agreements listed on Schedule 8.1(h) and
    customary limitations imposed by corporate law and insurance
    regulatory statutes or other statutes governing the organization
    of legal entities) restricting the ability of such Subsidiary to
    pay dividends out of profits or make any other similar
    distributions of profits to the Borrower or any of its
    Subsidiaries that owns any outstanding share capital or similar
    equity interests of such Subsidiary;                                                                                                                                                                                                                    

(i)  Debt.



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | Except as described therein, Schedule 8.1(i)
    sets forth a complete and correct list of all outstanding Debt
    of the Borrower and its Subsidiaries as of December 31,
    2003 since which date there has been no Material change in the
    amounts, interest rates, sinking funds, instalment payments or
    maturities of the Debt of the Borrower or its Subsidiaries.
    Neither the Borrower nor any Subsidiary is in default and no
    waiver of default is currently in effect, in the payment of any
    principal or interest on any Debt of the Borrower or such
    Subsidiary and no event or condition exists with respect to any
    Debt of the Borrower or any Subsidiary that would permit (or
    that with notice or the lapse of time, or both, would permit)
    one or more Persons to cause such Debt to become due and payable
    before its stated maturity or before its regularly scheduled
    dates of payment.
|
| | (ii) | Except as disclosed in Schedule 8.1(i),
    neither the Borrower nor any Subsidiary has agreed or consented
    to cause or permit in the future (upon the happening of a
    contingency or otherwise) any of its property, whether now owned
    or hereafter acquired, to be subject to a Lien not permitted by
    Section 9.2(f).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j) | Tax Matters.The
    Borrower and its Subsidiaries have filed all income tax returns
    that are required to have been filed in any jurisdiction, and
    have paid all taxes shown to be due and payable on such returns
    and all other taxes and assessments levied upon them or their
    properties, assets, income or franchises, to the extent such
    taxes and assessments have become due and payable and before
    they have become delinquent, except for any taxes and
    assessments (a) the amount of which is not, individually or
    in the aggregate, Material or (b) the amount, applicability
    or validity of which is currently being contested in good faith
    by appropriate proceedings and with respect to which the
    Borrower or a Subsidiary, as the case may be, has established
    adequate reserves in accordance with GAAP. The Borrower knows of
    no basis for any other tax or assessment that could reasonably
    be expected to have a Material Adverse Effect. The charges,
    accruals and reserves on the books of the Borrower and its
    Subsidiaries in respect of United States and Canadian federal,
    state, provincial or other taxes for all fiscal periods are
    adequate. The Canadian federal and provincial income tax
    liabilities of the Borrower and its Subsidiaries have been
    determined by the Canadian Customs and Revenue Agency and
    corresponding provincial taxing authorities by the issuance of
    notices of assessment for all fiscal years up to and including
    the fiscal year ended December 31, 2001, and the Borrower
    and its Subsidiaries have paid any taxes indicated to be owing
    on such notices of assessment. The United States federal income
    tax liabilities of the Borrower and its Subsidiaries have been
    determined by the Internal Revenue Service and paid for all
    fiscal years up to and including the fiscal year ended 2001.



33




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(k)  Litigation and Other
Proceedings.



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | Except as disclosed in Schedule 8.1(k),
    there are no actions, suits or proceedings pending or, to the
    knowledge of the Borrower, threatened against or affecting the
    Borrower or any Subsidiary or any property of the Borrower or
    any Subsidiary in any court or before any arbitrator of any kind
    or before or by any Governmental Authority that, individually or
    in the aggregate, could reasonably be expected to have a
    Material Adverse Effect;                                                                                      
|
| | (ii) | Neither the Borrower nor any Subsidiary is in
    default under any term of any agreement or instrument to which
    it is a party or by which it is bound, or any order, judgment,
    decree or ruling of any court, arbitrator or Governmental
    Authority or is in violation of any applicable law, ordinance,
    rule or regulation (including, without limitation, Environmental
    Laws) of any Governmental Authority, which default or violation,
    individually or in the aggregate, could reasonably be expected
    to have a Material Adverse Effect;



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (l) | Financial
    Statements.The Borrower has delivered
    to the Lender copies of the financial statements of the Borrower
    and its Subsidiaries listed on Schedule 8.1(l). All of said
    financial statements (including in each case the related
    schedules and notes) fairly present, in all material respects,
    the consolidated financial position of the Borrower and its
    Subsidiaries as of the respective dates specified in such
    Schedule and the consolidated results of their operations and
    cash flows for the respective periods so specified and have been
    prepared in accordance with GAAP consistently applied throughout
    the periods involved except as set forth in the notes thereto
    (subject, in the case of any interim financial statements, to
    normal year-end adjustments);                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (m) | Disclosure.To the
    best of the knowledge of the Borrower, all information supplied
    to the Lender by the Borrower, and its Affiliates, shareholders
    or Subsidiaries (i) with respect to any and all factual
    matters, is true and correct in all material respects (except as
    otherwise disclosed to the Lender in writing on or before the
    Restatement Date), (ii) with respect to any projections or
    forecasts therein and the assumptions on the basis of which such
    information was prepared, is believed to be reasonable in the
    circumstances (except as otherwise disclosed to the Lender in
    writing on or before the Restatement Date), and (iii) with
    respect to any other matters being the subject of opinion, is
    believed on reasonable grounds to be true and correct in all
    material respects (except as otherwise disclosed to the Lender
    in writing on or before the Restatement Date). There is no fact
    known to the Borrower as of the Restatement Date which could
    reasonably be expected to have after the Restatement Date a
    Material Adverse Effect which has not been fully and adequately
    disclosed to the Lender prior to the Restatement Date;

(n)  Pension Plans, Compliance with
ERISA.



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | All Canadian pension plans of the Borrower and
    its Subsidiaries have been established, operated, administered
    and maintained in compliance with all applicable laws,
    regulations and orders applicable thereto except where the
    failure to comply could not reasonably be expected to have a
    Material Adverse Effect. All premiums, contributions and any
    other amounts required by applicable Canadian pension plan
    documents or applicable laws have been paid or accrued as
    required, except where the failure to pay such premiums,
    contributions and amounts could not reasonably be expected to
    have a Material Adverse Effect;                                                                                                                                                                                          
|
| | (ii) | The Borrower and each ERISA Affiliate have
    operated and administered each employee benefit plan (as defined
    in Section 3(3) of ERISA) in compliance with all applicable
    laws except for such instances of noncompliance as have not
    resulted in and could not reasonably be expected to result in a
    Material Adverse Effect. Neither the Borrower nor any ERISA
    Affiliate has incurred any liability pursuant to Title I
    or IV of ERISA or the penalty or excise tax provisions of
    the Code relating to employee benefit plans (as defined in
    Section 3 of ERISA), and no event, transaction or condition
    has occurred or exists that could reasonably be expected to
    result in the incurrence of any such liability by the Borrower
    or any ERISA Affiliate, or in the imposition of any Lien on any
    of the rights,



34




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| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | properties or assets of the Borrower or any ERISA
    Affiliate, in either case pursuant to Title I or IV of
    ERISA or to such penalty or excise tax provisions or to
    Section 401(a)(29) or 412 of the Code, other than such
    liabilities or Liens as could not, individually or in the
    aggregate, reasonably be expected to result in a Material
    Adverse Effect;                                                                                                                                                                                                                                                                                                                                              
|
| | (iii) | The present value of the aggregate benefit
    liabilities under each of the Plans (other than Multiemployer
    Plans), determined as of the end of such Plans most
    recently ended plan year on the basis of the actuarial
    assumptions specified for funding purposes in such Plans
    most recent actuarial valuation report, did not exceed the
    aggregate current value of the assets of such Plan allocable to
    such benefit liabilities by more than $1,000,000 in the
    aggregate for all Plans. The term benefit
    liabilities has the meaning specified in Section 4001
    of ERISA and the terms current value and
    present value have the meanings specified in
    Section 3 of ERISA;
|
| | (iv)  | The Borrower and its ERISA Affiliates have not
    incurred withdrawal liabilities (and are not subject to
    contingent withdrawal liabilities) under Section 4201 or
    4204 of ERISA in respect of Multiemployer Plans that could,
    individually or in the aggregate, reasonably be expected to
    result in a Material Adverse Effect;                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (v)   | The expected post-retirement benefit obligation
    (determined as of the last day of the Borrowers most
    recently ended fiscal year in accordance with Financial
    Accounting Standards Board Statement No. 106, without
    regard to liabilities attributable to continuation coverage
    mandated by Section 4980B of the Code) of the Borrower and
    its Subsidiaries is not Material;                                                                                                                                                                                                                                                                                                                             
|
| | (vi)  | The execution and delivery of this Agreement will
    not involve any transaction that is subject to the prohibitions
    of Section 406(a) of ERISA or in connection with which a
    tax could be imposed pursuant to Section 4975(c)(1)(A)-(D)
    of the Code for which an exemption is not available;                                                                                                                                                                                                                                                                                                                                                                                                                       



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (o) | Insurance.The
    Borrower and each of its Material Subsidiaries has in place all
    insurance policies required in accordance with the provisions of
    this Agreement and all policy premiums owing or payable in
    respect thereof have been paid to date;                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (p) | Compliance with
    Laws.The Borrower and each of its
    Subsidiaries has complied and is complying in all material
    respects with all Legal Requirements applicable to its business,
    properties and operations in each jurisdiction in which such
    corporations own any Material properties or carry on any
    material portion of their respective businesses where the
    failure to do so could reasonably be expected to have a Material
    Adverse Effect; and                                                                                                                                                                      
|
| | (q) | Environmental
    Matters.Neither the Borrower nor any
    Subsidiary has knowledge of any claim or has received any notice
    of any claim, and no proceeding has been instituted raising any
    claim against the Borrower or any of its Subsidiaries or any of
    their respective real properties now or formerly owned, leased
    or operated by any of them or other assets, alleging any damage
    to the environment or violation of any Environmental Laws,
    except, in each case, such as could not reasonably be expected
    to result in a Material Adverse Effect. Except as otherwise
    disclosed to each Purchaser in writing:



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | neither the Borrower nor any Subsidiary has
    knowledge of any facts which would give rise to any claim,
    public or private, of violation of Environmental Laws or damage
    to the environment emanating from, occurring on or in any way
    related to real properties now or formerly owned, leased or
    operated by any of them or to other assets or their use, except,
    in each case, such as could not reasonably be expected to result
    in a Material Adverse Effect;
|
| | (ii) | neither the Borrower nor any of its Subsidiaries
    has stored any Hazardous Materials on real properties now or
    formerly owned, leased or operated by any of them or has
    disposed of any Hazardous Materials in a manner contrary to any
    Environmental Laws in each case in any manner that could
    reasonably be expected to result in a Material Adverse
    Effect; and                                                                                                  



35




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| |       |                                                                                                                                                                                                                                                                                            
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | all buildings on all real properties now owned,
    leased or operated by the Borrower or any of its Subsidiaries
    are in compliance with applicable Environmental Laws, except
    where failure to comply could not reasonably be expected to
    result in a Material Adverse Effect.

Section 8.2    Survival
of Representations and Warranties.

The representations and warranties herein set
forth or contained in any certificates or documents delivered to
the Lender pursuant hereto shall survive the execution and
delivery hereof and any Advance hereunder and any investigation
at any time made by or on behalf of the Lender. The
representations and warranties shall be deemed to be continuing
and repeated by the Borrower upon each Drawdown Date, and all
references to the Restatement Date contained in such
representations and warranties shall be deemed to refer to such
Drawdown Date.

ARTICLE 9

COVENANTS OF THE BORROWER

Section 9.1    Affirmative
Covenants.

From and after the Closing Date and so long as
any Obligations remain outstanding and unpaid or any Commitment
of the Lender shall continue to exist, the Borrower shall:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Payment of Obligations to
    Lender.Duly and punctually pay to the
    Lender all amounts payable by the Borrower hereunder as and when
    the same become due;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (b) | Payment of Taxes,
    etc.The Borrower will, and will cause
    each of its Subsidiaries to, file all tax returns required to be
    filed in any jurisdiction and to pay and discharge all taxes
    shown to be due and payable on such returns and all other taxes,
    assessments, governmental charges, or levies imposed on them or
    any of their properties, assets, income or franchises, to the
    extent such taxes and assessments have become due and payable
    and before they have become delinquent and all claims for which
    sums have become due and payable that have or might become a
    Lien on properties or assets of the Borrower or any Subsidiary,
    provided that neither the Borrower nor any Subsidiary need pay
    any such tax or assessment or claims if (i) the amount,
    applicability or validity thereof is contested by the Borrower
    or such Subsidiary on a timely basis in good faith and in
    appropriate proceedings, and the Borrower or a Subsidiary has
    established adequate reserves therefor in accordance with GAAP
    on the books of the Borrower or such Subsidiary or (ii) the
    nonpayment of all such taxes and assessments in the aggregate
    could not reasonably be expected to have a Material Adverse
    Effect;
|
| | (c) | Maintenance of
    Insurance.The Borrower will, and will
    cause each of its Subsidiaries to, maintain, with insurers
    reasonably determined by the Borrower in good faith to be
    financially sound and reputable, insurance with respect to their
    respective properties and businesses against such casualties and
    contingencies, of such types, on such terms and in such amounts
    (including deductibles, co-insurance and self-insurance, if
    adequate reserves are maintained with respect thereto) as is
    customary in the case of entities of established reputations
    engaged in the same or a similar business and similarly situated;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (d) | Preservation of Corporate Existence,
    etc.The Borrower will at all times
    preserve and keep in full force and effect its corporate
    existence. Subject to Sections 9.2(g), 9.2(h) and 9.2(j),
    the Borrower will at all times preserve and keep in full force
    and effect the corporate existence of each of its Subsidiaries
    (unless merged, consolidated or amalgamated into or with the
    Borrower or another Subsidiary) and all rights and franchises of
    the Borrower and its Subsidiaries unless, in the good faith
    judgment of the Borrower, the termination of or failure to
    preserve and keep in full force and effect such corporate
    existence, right or franchise could not, individually or in the
    aggregate, have a Material Adverse Effect;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (e) | Conflict with Other
    Instruments.Ensure that at all times
    and from time to time the execution and delivery by it of each
    of the Loan Documents to which it is a party, the performance by
    it of its obligations thereunder and the compliance by it with
    the terms, conditions and provisions thereof will not
    (i) contravene, result in any breach of, or constitute a
    default under, or result in the creation of any Lien in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



36




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##### 



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | respect of any property of the Borrower or any
    Subsidiary under, any indenture, mortgage, deed of trust, loan,
    purchase or credit agreement, lease, corporate charter or
    by-laws, or any other Material agreement or instrument to which
    the Borrower or any Subsidiary is bound or by which the Borrower
    or any Subsidiary or any of their respective properties may be
    bound or affected, (ii) conflict with or result in a breach
    of any of the terms, conditions or provisions of any order,
    judgment, decree or ruling of any court, arbitrator or
    Governmental Authority applicable to the Borrower or any
    Subsidiary or (iii) violate any provision of any statute or
    other rule or regulation of any Governmental Authority
    applicable to the Borrower or any Subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (f) | Enforceability.Ensure that at all times and from time to time the execution and
    delivery of each of the Loan Documents by it and the performance
    by it of its obligations thereunder will be, upon the execution
    and delivery thereof, duly authorized by all necessary corporate
    action; that all consents, approvals, orders, authorizations,
    licenses, exemptions or designations of or by any Governmental
    Authority or other Person required in connection with the
    execution, delivery and performance by it of any such documents
    have been obtained; and that all registrations, qualifications,
    designations, declarations or filings with any Governmental
    Authority necessary to enable or empower it to enter into and to
    perform its obligations under any such documents have been
    obtained and continue in full force and effect as required for
    such purpose; and that any and all Loan Documents to which it is
    a party have been duly executed and delivered by it and that
    each will constitute its legal, valid and binding obligation
    enforceable in accordance with its terms, subject only to
    bankruptcy, insolvency, arrangement and other laws affecting the
    enforcement of creditors rights generally (other than
    those pertaining to settlements, fraudulent conveyances,
    assignments and preferences) and the availability, in the
    discretion of a court of competent jurisdiction, of equitable
    remedies;
|
| | (g) | Compliance with Laws,
    etc.The Borrower will, and will cause
    each of its Subsidiaries to, comply with all laws, ordinances or
    governmental rules or regulations to which each of them is
    subject, including, without limitation, Environmental Laws, and
    will obtain and maintain in effect all licenses, certificates,
    permits, franchises and other governmental authorizations
    necessary to the ownership of their respective properties or to
    the conduct of their respective businesses, in each case to the
    extent necessary to ensure that non-compliance with such laws,
    ordinances or governmental rules or regulations or failures to
    obtain or maintain in effect such licenses, certificates,
    permits, franchises and other governmental authorizations could
    not, individually or in the aggregate, reasonably be expected to
    have a Material Adverse Effect;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (h) | Keeping of Books.Keep, and cause each of its Material Subsidiaries to keep,
    financial books and records systems in accordance with GAAP and
    all applicable Legal Requirements, and in such books and records
    make full and correct entries of all financial transactions,
    properties, liabilities, shareholders equity, participation
    accounts and business of the Borrower and each of its Material
    Subsidiaries in accordance with GAAP;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (i) | Maintenance of Properties,
    etc.The Borrower will, and will cause
    each of its Subsidiaries to, maintain and keep, or cause to be
    maintained and kept, their respective properties in good repair,
    working order and condition (other than ordinary wear and tear),
    so that the business carried on in connection therewith may be
    properly conducted at all times, provided that this Section
    shall not prevent the Borrower or any Subsidiary from
    discontinuing the operation and the maintenance of any of its
    properties if such discontinuance is desirable in the conduct of
    its business and the Borrower has concluded that such
    discontinuance could not, individually or in the aggregate,
    reasonably be expected to have a Material Adverse Effect;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (j) | Reporting
    Requirements.Furnish to the Lender:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



| |     |                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------
| | (i) | annually, as soon as available and in any event
    within 120 days after the end of each financial year:



| |     |                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) | Audited Financial Statements. The audited annual
    consolidated financial statements of the Borrower and the
    Material Subsidiaries for such financial year; and



37




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| |     |                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) | Compliance Certificate. A Compliance Certificate
    dated the date of delivery thereof, with work sheets attached
    thereto setting forth in reasonable detail the computations
    necessary to determine whether the covenants of the Borrower
    pursuant to Section 9.2 shall have been complied with and
    whether the Amortization Date shall have occurred;



| |      |                                                                                                                                        
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | quarterly, as soon as available and in any event
    within 60 days after the end of each financial quarter of
    each financial year:



| |     |                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) | Quarterly Financial Statements. The quarterly
    consolidated financial statements of the Borrower and the
    Material Subsidiaries for such financial quarter of each
    financial year; and                                                                                                                                                                        
|
| | (B) | Compliance Certificate. A Compliance Certificate
    dated the date of delivery thereof, with work sheets attached
    thereto setting forth in reasonable detail the computations
    necessary to determine whether the covenants of the Borrower
    pursuant to Section 9.2 shall have been complied with and
    whether the Amortization Date shall have occurred;



| |       |                                                                                                                                                                                                                                                                                                                                                                                
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | promptly on reasonable demand, a Compliance
    Certificate dated the date of delivery thereof, with work sheets
    attached thereto setting forth in reasonable detail the
    computations necessary to determine whether the covenants of the
    Borrower pursuant to Section 9.2 shall have been complied
    with and whether the Amortization Date shall have occurred;
|
| | (iv)  | promptly upon becoming aware thereof, notice of
    any fact or change which has had, is having or is expected to
    have a Material Adverse Effect;                                                                                                                                                                                                                          
|
| | (v)   | notice of any Subsidiary of the Borrower becoming
    a Material Subsidiary thereof, forthwith after becoming aware
    thereof; and                                                                                                                                                                                                                                           
|
| | (vi)  | such other information respecting the business
    and affairs, financial or otherwise, of the Borrower or any of
    its Subsidiaries or Affiliates, as the Lender may from time to
    time reasonably request;                                                                                                                                                              



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) | Cure Defects.Promptly cure or cause to be cured, or cause its Subsidiaries to
    cure or cause to be cured, any defects in the execution,
    delivery, validity or enforceability of any of the Loan
    Documents or any of the other agreements, instruments or
    documents contemplated thereby or executed pursuant hereto or
    thereto and at its expense, execute and deliver or cause to be
    executed and delivered all such agreements, instruments and
    other documents and make all necessary filings and recordings as
    the Lender may consider reasonably necessary or desirable for
    the foregoing purposes;
|
| | (l) | Notice of Default,
    etc.Notify the Lender forthwith in
    writing of the occurrence of a Default, an Event of Default, and
    in such notice and in further notices delivered from time to
    time thereafter to (and in any event forthwith in response to
    any request for such a notice by) the Lender, provide the Lender
    with the particulars of the steps being taken to remedy any such
    Default, Event of Default;                                                                                                                                                                                                 
|
| | (m) | Corporate
    Distributions.Subject
    to compliance with applicable Legal Requirements, cause such of
    its Subsidiaries to declare and pay to the Borrower or to such
    Subsidiarys holding body corporate such dividends and
    other Corporate Distributions as may be required to provide
    sufficient funds to the Borrower to duly and punctually pay to
    the Lender all amounts payable by the Borrower hereunder as and
    when the same become due; and                                                                                                                                                             
|
| | (n) | Further
    Assurances.At
    its cost and expense, upon request of the Lender, duly execute
    and deliver, or cause to be duly executed and delivered, to the
    Lender all such further agreements, instruments, documents and
    other assurances and do and cause to be done all such further
    acts and things as may be necessary or desirable in the
    reasonable opinion of the Lender to carry out more effectually
    the provisions and purposes of this Agreement or any of the
    other Loan Documents.                                                                                                             

Section 9.2    Negative
Covenants.

From and after the Closing Date and so long as
any Obligations remain outstanding and unpaid or any Commitment
of the Lender shall continue to exist, the Borrower shall not,
unless required pursuant to a Legal Requirement, or, if



38




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not required pursuant to a Legal Requirement then
without the prior written consent of the Lender, which consent
shall not be unreasonably withheld:




| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Consolidated Net
    Worth.The
    Borrower will not, at any time, permit Consolidated Net Worth to
    be less than the sum of (a) U.S.$200,000,000, plus
    (b) an aggregate amount equal to 25% of its Consolidated
    Net Income (but, in each case, only if a positive number) for
    each completed fiscal quarter beginning with the fiscal quarter
    ended March 31, 2003.
|
| | (b) | Limitation on Consolidated
    Debt.The
    Borrower will not, at any time, permit the Consolidated Debt to
    exceed 45% of Consolidated Total Capitalization.                                                                                                                                                                                                                       
|
| | (c) | Limitation on Subsidiary
    Debt.The
    Borrower will not, at any time, permit any Subsidiary to,
    directly or indirectly, create, incur, assume, guarantee, have
    outstanding, or otherwise become or remain directly or
    indirectly liable with respect to any Debt other than:                                                                                           



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | Debt of a Subsidiary outstanding on
    December 31, 2003 described on Schedule 8.1(i) and any
    extension, renewal or refunding thereof, provided that
    (A) the principal amount thereof is not increased in
    connection with such extension, renewal or refunding and
    (B) no Default or Event of Default shall exist at the time
    of such extension, renewal or refunding;                                                                                                                                                                                                                                                        
|
| | (ii)  | Debt of a Subsidiary owed to the Borrower or a
    Wholly-Owned Subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (iii) | Debt of a Subsidiary outstanding at the time such
    Subsidiary becomes a Subsidiary, provided that (A) such
    Debt shall not have been incurred in contemplation of such
    Subsidiary becoming a Subsidiary and (B) immediately after such
    Subsidiary becomes a Subsidiary no Default or Event of Default
    shall exist, and any extension, renewal or refunding of such
    Debt, provided, that (x) the principal amount thereof is
    not increased in connection with such extension, renewal or
    refunding and (y) no Default or Event of Default shall
    exist at the time of such extension, renewal or
    refunding; and
|
| | (iv)  | Debt of a Subsidiary in addition to that
    otherwise permitted by the provisions of this
    Section 9.2(c); provided that on the date such Subsidiary
    incurs or otherwise becomes liable with respect to any such
    additional Debt and immediately after giving effect thereto and
    to the concurrent retirement of any other Debt (A) no
    Default or Event of Default shall exist, and (B) such Debt
    can be incurred within the applicable limitations provided in
    Sections 9.2(b) and 9.2(d).                                                                                                                            



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | Limitation on Priority
    Debt.The
    Borrower will not, at any time, permit Priority Debt to exceed
    10% of Consolidated Total Capitalization.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (e) | Minimum Interest Coverage
    Ratio.The
    Borrower will not, at any time, permit the Minimum Interest
    Coverage Ratio to be less than 3.0 to 1.0.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (f) | Limitation on Liens.The Borrower will not, and will not permit any of its
    Subsidiaries to, directly or indirectly create, incur, assume or
    permit to exist (upon the happening of a contingency or
    otherwise) any Lien on or with respect to any property or asset
    (including, without limitation, any document or instrument in
    respect of goods or accounts receivable) of the Borrower or any
    such Subsidiary, whether now owned or held or hereafter
    acquired, or any income or profits therefrom or assign or
    otherwise convey any right to receive income or profits, except:



| |      |                                                                                                                                                                                                                                                                                                                                                                           
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | Liens for taxes, assessments or other
    governmental charges or levies which are not yet due and payable
    or the payment of which is not at the time required by
    Section 9.1(b);                                                                                                                                                                                 
|
| | (ii) | statutory Liens of landlords, undetermined or
    inchoate Liens and other Liens imposed by law such as Liens of
    carriers, warehousemen, mechanics, materialmen and other similar
    Liens, in each case, incurred in the ordinary course of business
    for sums not yet due and payable or the payment of which is not
    at the time required by Section 9.1(b);



39




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| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)  | Liens (other than any Lien imposed by ERISA, the
    Income Tax Act (Canada), the Pension Benefits Standards Act,
    1985 (Canada) and all other applicable Canadian Federal and
    provincial statutes or regulations governing pension plans)
    incurred or deposits made in the ordinary course of business
    (A) in connection with workers compensation,
    unemployment insurance, other types of social security or
    retirement benefits or insurance regulatory requirements or (B)
    to secure (or to obtain letters of credit that secure) the
    performance of tenders, statutory obligations, surety bonds,
    appeal bonds, bids, leases (other than Capital Leases),
    performance bonds, purchase, construction or sales contracts and
    other similar obligations, in each case not incurred or made in
    connection with the borrowing of money, the obtaining of
    advances or credit or the payment of the deferred purchase price
    of property;
|
| | (iv)   | any attachment or judgment Lien, unless the
    judgment it secures shall not, within 60 days after the
    entry thereof, have been discharged or execution thereof stayed
    pending appeal, or shall not have been discharged within
    60 days after the expiration of any such stay;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (v)    | Liens on property or assets of a Subsidiary
    securing Debt owing to the Borrower or to a Wholly-Owned
    Subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (vi)   | Liens existing on December 31, 2003 and
    described on Schedule 8.1(i);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (vii)  | leases or subleases granted to others, easements,
    rights-of-way, restrictions and other similar charges or
    encumbrances or minor survey exceptions, in each case incidental
    to, and not interfering with, the ordinary conduct of the
    business of the Borrower or any of its Subsidiaries, provided
    that such Liens do not, in the aggregate, materially detract
    from the value of such property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (viii) | any Lien created to secure all or any part of the
    purchase price, or to secure Debt incurred or assumed to pay all
    or any part of the purchase price or cost of construction, of
    property (or any improvement thereon) acquired or constructed by
    the Borrower or a Subsidiary after the date of the Closing,
    provided that                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) | any such Lien shall extend solely to the item or
    items of such property (or improvement thereon) so acquired or
    constructed and, if required by the terms of the instrument
    originally creating such Lien, other property (or improvement
    thereon) which is an improvement to or is acquired for specific
    use in connection with such acquired or constructed property (or
    improvement thereon) or which is real property being improved by
    such acquired or constructed property (or improvement thereon),                                                    
|
| | (B) | the principal amount of the Debt secured by any
    such Lien shall at no time exceed an amount equal to the lesser
    of (i) the cost to the Borrower or such Subsidiary of the
    property (or improvement thereon) so acquired or constructed and
    (ii) the Fair Market Value (as determined in good faith by
    one or more officers of the Borrower to whom authority to enter
    into the subject transaction has been delegated by the board of
    directors of the Borrower) of such property (or improvement
    thereon) at the time of such acquisition or construction,



| |     |                                                                                                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------
| | (C) | any such Lien shall be created contemporaneously
    with, or within 12 months after, the acquisition or
    construction of such property,



| |     |                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------
| | (D) | the aggregate principal amount of all Debt
    secured by such Liens shall be permitted by the limitation set
    forth in Section 9.2(b), and
|
| | (E) | at the time of the incurrence of the Debt secured
    by such Liens, no Default or Event of Default shall exist;                              



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ix) | any Lien existing on property of a Person
    immediately prior to its being consolidated with or merged into
    the Borrower or a Subsidiary or its becoming a Subsidiary, or
    any Lien existing on any property acquired by the Borrower or
    any Subsidiary at the time such property is so acquired (whether
    or not the Debt secured thereby shall have been assumed),
    provided that (A) no such Lien shall have been



40




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| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | created or assumed in contemplation of such
    consolidation or merger or such Persons becoming a
    Subsidiary or such acquisition of property, (B) each such
    Lien shall extend solely to the item or items of property so
    acquired and, if required by the terms of the instrument
    originally creating such Lien, other property which is an
    improvement to or is acquired for specific use in connection
    with such acquired property and (C) the aggregate amount of
    all Debt secured by such Liens shall be permitted by the
    limitation set forth in Section 9.2(b);
|
| | (x)   | any Lien renewing, extending or refunding any
    Lien permitted by paragraphs (vi), (viii) or
    (ix) of this Section 9.2(f), provided that
    (A) the principal amount of Debt secured by such Lien
    immediately prior to such extension, renewal or refunding is not
    increased or the maturity thereof reduced, (B) such Lien is
    not extended to any other property and (C) immediately
    after such extension, renewal or refunding no Default or Event
    of Default would exist;                                                                                                 
|
| | (xi)  | reservations, conditions, limitations and
    exceptions contained in or implied by statute in the original
    disposition from the Crown and grants made by the Crown of
    interests so reserved or excepted; and                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (xii) | other Liens not otherwise permitted by
    paragraphs (i) through (xi), inclusive, of this
    Section 9.2(f), provided that the Debt secured by such
    Liens shall be permitted by the limitation set forth in
    Sections 9.2(b) and 9.2(d) at the time that the Lien
    securing such Debt is created.                                                                                                                                                                                                                                                                                          

Any Person that becomes a Subsidiary after the
date of the Closing shall, for all purposes of this
Section 9.2(f), be deemed to have created or incurred, at
the time it becomes a Subsidiary, all outstanding Liens of such
Person immediately after it becomes a Subsidiary, and any Person
extending, renewing or refunding any Debt secured by any Lien
shall be deemed to have incurred such Lien at the time of such
extension, renewal or refunding.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) | Merger, Consolidation,
    Etc.The Borrower will not, and will
    not permit any of its Subsidiaries to, consolidate with or merge
    with any other corporation or convey, transfer or lease
    substantially all of its assets in a single transaction or
    series of transactions to any Person (except that a Subsidiary
    of the Borrower may (x) consolidate, merge or amalgamate
    with, or convey, transfer or lease substantially all of its
    assets in a single transaction or series of transactions to, the
    Borrower or a Wholly-Owned Subsidiary of the Borrower, as
    applicable, and (y) convey, transfer or lease all of its
    assets in compliance with the provisions of Section 9.2(h)
    or 9.2(j)), provided that the foregoing restriction does not
    apply to the consolidation or merger of the Borrower with, or
    the conveyance, transfer or lease of substantially all of the
    assets of the Borrower in a single transaction or series of
    transactions to, any Person so long as:



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | the successor formed by such consolidation or the
    survivor of such merger or the Person that acquires by
    conveyance, transfer or lease substantially all of the assets of
    the Borrower as an entirety, as the case may be (the
    Successor Corporation), shall be a solvent
    corporation organized and existing under the laws of the United
    States or any State thereof (including the District of Columbia)
    or Canada or any Province thereof;                                                                                                                                                                                                                                                                                                                                            
|
| | (ii)  | if the Borrower is not the Successor Corporation,
    (A) the Successor Corporation shall have executed and
    delivered to the Lender its assumption of the due and punctual
    performance and observance of each covenant and condition of
    this Agreement (pursuant to such agreements and instruments as
    shall be reasonably satisfactory to the Lender) and (B) the
    Successor Corporation shall have caused to be delivered to the
    Lender an opinion of counsel of United States or Canadian
    national standing (and not an employee of the Borrower) or other
    counsel reasonably satisfactory to the Lender, to the effect
    that all agreements or instruments effecting such assumption are
    enforceable in accordance with their terms and comply with the
    terms hereof; and
|
| | (iii) | immediately after giving effect to such
    transaction, no Default or Event of Default would exist.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

No such conveyance, transfer or lease of
substantially all of the assets of the Borrower shall have the
effect of releasing the Borrower or any Successor Corporation
from its liability under this Agreement.



41




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| |     |                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h) | Sale of Assets, Etc.Except as permitted under Section 9.2(g),
    Section 9.2(i) and Section 9.2(j), the Borrower will
    not, and will not permit any of its Subsidiaries to, make any
    Asset Disposition unless:



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | in the good faith opinion of the Borrower, the
    Asset Disposition is in exchange for consideration having a Fair
    Market Value at least equal to that of the property exchanged
    and is in the best interest of the Borrower or such Subsidiary;                                                                                                                                                      
|
| | (ii)  | immediately after giving effect to the Asset
    Disposition, no Default or Event of Default would exist; and                                                                                                                                                                                                                                                                                                  
|
| | (iii) | subject to the following paragraph, immediately
    after giving effect to the Asset Disposition the Disposition
    Value of all property that was the subject of any Asset
    Disposition occurring in the immediately preceding period of 12
    consecutive months would not exceed 15% of Consolidated Total
    Assets as of the end of the then most recently ended fiscal
    quarter of the Borrower.

If the Net Proceeds Amount for any Transfer is
applied to a Debt Prepayment Application or a Property
Reinvestment Application, in either case, within 12 months
after such Transfer, then such Transfer, only for the purpose of
determining compliance with subsection (iii) of this
Section 9.2(h) as of a date on or after the Net Proceeds
Amount is so applied, shall be deemed not to be an Asset
Disposition.



| |     |                                                                                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | Sale-and-Leasebacks.The Borrower will not, and will not permit any Subsidiary to,
    enter into any Sale-and-Leaseback Transaction with respect to
    any property more than 180 days following the acquisition
    or occupancy of such property by the Borrower or such
    Subsidiary, whichever is later, unless:



| |       |                                                                                                                                                                                                                                                                          
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | the term of the lease in respect of such
    Sale-and-Leaseback Transaction, including all renewal terms,
    shall not exceed three years;                                                                                                                              
|
| | (ii)  | such Sale-and-Leaseback Transaction constitutes a
    sale by a Subsidiary to the Borrower or by the Borrower to a
    Wholly-Owned Subsidiary;                                                                                                                          
|
| | (iii) | the Net Proceeds Amount received by the Borrower
    or such Subsidiary in respect of such Sale-and-Leaseback
    Transaction is applied within 12 months of the consummation
    thereof to a Debt Prepayment Application or a Property
    Reinvestment Application; or
|
| | (iv)  | immediately after giving effect thereto, the
    aggregate amount of Priority Debt does not exceed 10% of
    Consolidated Total Capitalization determined at such time and no
    Default or Event of Default would exist.                                              



| |     |                                                                                                                                                                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j) | Disposal of Ownership of a
    Subsidiary.The Borrower will not, and
    will not permit any of its Subsidiaries to, sell or otherwise
    dispose of any Subsidiary Shares, nor will the Borrower permit
    any such Subsidiary to issue, sell or otherwise dispose of any
    shares of its own share capital, provided that the foregoing
    restrictions do not apply to:



| |       |                                                                                                                                                                                                              
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | the issue of directors qualifying shares by
    any such Subsidiary;                                                                                                                                        
|
| | (ii)  | any such Transfer of Subsidiary Shares
    constituting a Transfer described in clause (a) of the
    definition of Asset Disposition; and                                                                 
|
| | (iii) | the Transfer of the Subsidiary Shares of a
    Subsidiary of the Borrower owned by the Borrower and its other
    Subsidiaries; provided that such Transfer satisfies the
    requirements of Section 9.2(h).



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) | Nature of Business.The Borrower will not, and will not permit any of its
    Subsidiaries to, engage in any business if, as a result, the
    general nature of the business in which the Borrower and its
    Subsidiaries, taken as a whole, would then be engaged would be
    substantially changed from the general nature of the business in
    which the Borrower and its Subsidiaries, taken as a whole, are
    engaged on the date of the Restatement Date as described in the
    information supplied to the Lender and referred to in
    Section 8.1(m).



42




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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (l) | Transactions with
    Affiliates.The Borrower will not, and
    will not permit any Subsidiary to, enter into directly or
    indirectly any Material transaction or Material group of related
    transactions (including, without limitation, the purchase,
    lease, sale or exchange of properties of any kind or the
    rendering of any service) with any Affiliate (other than the
    Borrower or another Subsidiary), except in the ordinary course
    and pursuant to the reasonable requirements of the
    Borrowers or such Subsidiarys business and upon fair
    and reasonable terms no less favourable to the Borrower or such
    Subsidiary than would be obtainable in a comparable
    arms-length transaction with a Person not an Affiliate.
|
| | (m) | Hostile Aquisition.Engage in, or permit any of its Subsidiaries to engage in, any
    Hostile Acquisition, whether alone or in concert with any other
    Person or Persons;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (n) | Prohibition on
    Restrictions.Create or permit any of
    its Material Subsidiaries to, create or otherwise cause or
    suffer to exist any Encumbrance or restriction which prohibits
    or otherwise restricts in any material respect:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



| |      |                                                                                                                                                                                                                                                                                                                                                 
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | the ability of any such Subsidiary to
    (A) pay dividends or make other distributions or pay any
    Debt owed to the Borrower or any such Subsidiary, (B) make
    any other Corporate Distribution to the Borrower or any such
    Subsidiary or (C) transfer any of its properties or assets
    to the Borrower or any such Subsidiary; or
|
| | (ii) | the ability of the Borrower or any such
    Subsidiary to create, incur, assume or suffer to exist any
    Encumbrance upon its property or assets to secure the
    Obligations,                                                                                                                                                               

other than prohibitions or restrictions existing
under or by reason of (A) this Agreement and the Loan
Documents, (B) Legal Requirements, (C) customary
non-assignment provisions entered into in the ordinary course of
business and consistent with past practices, and (D) Liens
permitted pursuant to Section 9.2(f) and any documents or
instruments governing the terms of any Debt secured by any such
Liens permitted pursuant to Section 9.2(f), provided that
such prohibitions or restrictions apply only to the assets
subject to such Liens permitted pursuant to
Section 9.2(f); or



| |     |                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (o) | Financial Year.Change its fiscal year, or permit any of its Material
    Subsidiaries to change their respective fiscal years to other
    than December 31 or to have a fiscal year that does not end
    on December 31 of each calendar year.

ARTICLE 10

ACCELERATION

Section 10.1    Events
of Default.

If any one or more of the following events (each
an Event of Default) shall occur and be continuing
then the Lender may, (i) terminate the Lenders
obligations to make any further Advance under the Credit
Facility, and (ii) (at the same time or at any time after
such termination) declare the Obligations to be immediately due
and payable, provided that should any Event of Default specified
in Sections 10.1(e), 10.1(f), 10.1(g) or 10.1(h) occur then
the Obligations shall, to the extent permitted by applicable
law, be and become immediately due and payable without any
declaration or other act on the part of the Lender:



| |     |                                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the Borrower makes default in the payment on the
    due date thereof of any amount payable by it hereunder on
    account of the Outstanding Principal Obligations under the
    Credit Facility;                                                                                                                                            
|
| | (b) | the Borrower makes default in the payment when
    due of any amount payable by it hereunder on account of
    interest, fees, costs, expenses or other amounts payable by it
    hereunder, and such default shall continue for three Business
    Days after notice of such default being given to the Borrower by
    the Lender;          
|
| | (c) | the Borrower fails to perform any covenant,
    agreement or undertaking under this Agreement other than those
    referred to in paragraphs (a) and (b) of this
    Section 10.1 or in any other Loan Document, provided that
    if such failure is capable of being remedied or cured within a
    ten day period, the Borrower, subject to



43




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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | the other provisions of this Section 10.1,
    shall have a period of ten Business Days after the earlier of
    the Borrower becoming aware of such default and notice of such
    default being given to the Borrower by the Lender within which
    to remedy or cure such failure;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (d) | any representation or warranty made by the
    Borrower in this Agreement or in any other Loan Document is
    incorrect in any material respect when made (or when deemed to
    be made hereunder or thereunder), provided that, notwithstanding
    any lack of correctness of any such representation or warranty
    as so stated as at such time, if the subject matter of such
    representation and warranty is capable of being remedied or
    cured within a period of ten Business Days such that it would be
    true if so stated at such later time, the Borrower, subject to
    the other provisions of this Section 10.1, shall have a
    period of ten Business Days after the earlier of receipt of
    written notice from the Lender specifying the representation or
    warranty concerned and the Borrower otherwise becoming aware
    that such representation or warranty is incorrect in any
    material respect, within which to remedy or cure such lack of
    correctness;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (e) | the Borrower or any of its Material Subsidiaries
    ceases or threatens to cease to carry on business or becomes
    insolvent or bankrupt or ceases paying its debts generally as
    they fall due, other than any such debts which are contested in
    good faith and by appropriate proceedings and for which adequate
    provision has been made to the Lender sole satisfaction,
    or the Borrower or any of its Material Subsidiaries commits any
    act of bankruptcy or makes an assignment for the benefit of
    creditors or otherwise acknowledges its insolvency, or a
    trustee, receiver, receiver and manager, liquidator, agent or
    similar official is appointed for the Borrower or any of its
    Material Subsidiaries or for any material part of its properties
    with the consent of or without contest by the Borrower or such
    Material Subsidiaries upon receipt of notice of such appointment
    or action or proceeding to effect such appointment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (f) | without limiting the generality of
    paragraph (e) of this Section 10.1, any
    Governmental Authority shall take control of the Borrower or any
    of its Material Subsidiaries, or shall take control of the
    properties of any such Person or any Material properties;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (g) | any proceeding is instituted by the Borrower or
    any of its Material Subsidiaries, any order is made or any
    resolution is passed for the winding-up of the Borrower or any
    of its Material Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (h) | any petition shall be filed or other action or
    proceeding shall be commenced, whether judicial, quasi-judicial
    or administrative in nature or by or in respect of the Borrower
    or any of its Material Subsidiaries, to adjudge the Borrower or
    any of its Material Subsidiaries insolvent or a bankrupt, or to
    give notice of, consider or approve any proposal,
    reorganization, compromise, moratorium or arrangement with all
    or any of the creditors of the Borrower or any of its Material
    Subsidiaries, or to appoint a trustee, receiver, receiver and
    manager, liquidator, agent or similar official of the Borrower
    or any of its Material Subsidiaries or any of its properties or
    any Material properties, or to wind-up, dissolve or otherwise
    liquidate the Borrower or any of its Material Subsidiaries,
    provided that, if the Borrower or any of its Material
    Subsidiaries shall be contesting such petition, action or
    proceeding in good faith and by appropriate proceedings based,
    in the Lenders sole opinion, on reasonable and substantial
    grounds, the Borrower and each of its Material Subsidiaries,
    subject to the other provisions of this Section 10.1, shall
    have a period of forty-five days after the date of the filing or
    commencement of such petition, action or proceeding within which
    to obtain or procure an abandonment, dismissal, withdrawal,
    quashing or permanent stay of such petition, action or
    proceeding;
|
| | (i) | a final judgment or judgments or any execution,
    sequestration or any other process of any court, any work order
    or any distress or analogous process for the payment of money
    resulting in liability (exclusive of amounts fully covered by
    valid and collectible insurance in respect thereof), aggregating
    in excess of U.S. $5,000,000 are rendered or become
    enforceable against one or more of the Borrower and its
    Subsidiaries and which judgments are not, within 60 days
    after entry thereof, bonded, discharged or stayed pending
    appeal, or are not discharged within 60 days after the
    expiration of such stay;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (j) | (i) the Borrower or any Subsidiary is in default
    (as principal or as guarantor or other surety) in the payment of
    any principal of or premium or make-whole amount or interest on
    any Debt that is                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



44




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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | outstanding in an aggregate principal amount of
    at least U.S. $5,000,000 beyond any period of grace
    provided with respect thereto, or (ii) the Borrower or any
    Subsidiary is in default in the performance of or compliance
    with any term of any evidence of any Debt in an aggregate
    outstanding principal amount of at least U.S. $5,000,000 or
    of any mortgage, indenture or other agreement relating thereto
    or any other condition exists, and as a consequence of such
    default or condition such Debt has become, or has been declared,
    due and payable before its stated maturity or before its
    regularly scheduled dates of payment and such declaration has
    not been annulled or rescinded, or (iii) as a consequence
    of the occurrence or continuation of any event or condition
    (other than the passage of time or the right of the holder of
    Debt to convert such Debt into equity interests), the Borrower
    or any Subsidiary has become obligated to purchase or repay Debt
    before its regular maturity or before its regularly scheduled
    dates of payment in an aggregate outstanding principal amount of
    at least U.S. $5,000,000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (k) | if (i) any Plan shall fail to satisfy the
    minimum funding standards of ERISA or the Code for any plan year
    or part thereof or a waiver of such standards or extension of
    any amortization period is sought or granted under
    Section 412 of the Code, (ii) a notice of intent to
    terminate any Plan shall have been or is reasonably expected to
    be filed with the PBGC or the PBGC shall have instituted
    proceedings under ERISA Section 4042 to terminate or
    appoint a trustee to administer any Plan or the PBGC shall have
    notified the Borrower or any ERISA Affiliate that a Plan may
    become a subject of any such proceedings, (iii) the
    aggregate amount of unfunded benefit liabilities
    (within the meaning of Section 4001(a)(18) of ERISA) under
    all Plans, determined in accordance with Title IV of ERISA,
    shall exceed U.S. $5,000,000, (iv) the Borrower or any
    ERISA Affiliate shall have incurred or is reasonably expected to
    incur any liability pursuant to Title I or IV of ERISA or
    the penalty or excise tax provisions of the Code relating to
    employee benefit plans, (v) the Borrower or any ERISA
    Affiliate withdraws from any Multiemployer Plan or (vi) the
    Borrower or any ERISA Affiliate establishes or amends any
    employee welfare benefit plan that provides post-employment
    welfare benefits in a manner that would increase the liability
    of the Borrower or any ERISA Affiliate thereunder; and any such
    event or events described in clauses (i) through
    (vi) above, either individually or together with any other
    such event or events, could reasonably be expected to have a
    Material Adverse Effect;
|
| | (l) | the Lenders rights and entitlement to be
    paid the Obligations hereunder shall cease to rank at least pari
    passu in right of payment with all other Senior Debt (actual or
    contingent) of the Borrower including, without limitation, all
    Senior Debt of the Borrower described in Schedule 8.1(i);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (m) | a Material Adverse Effect shall occur;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (n) | there is any adverse qualification to any of the
    financial statements of the Borrower or any of its Material
    Subsidiaries by their respective auditors; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (o) | this Agreement shall cease to be in full force
    and effect and to constitute a legal, valid and binding
    obligation of any of the parties signatory thereto enforceable
    against such parties in accordance with its terms, subject to
    bankruptcy, insolvency, arrangement and other laws affecting the
    enforcement of creditors rights generally (other than
    those pertaining to settlements, fraudulent conveyances,
    assignments and preferences) and the availability, in the
    discretion of a court of competent jurisdiction, of equitable
    remedies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Section 10.2    Remedies
Upon Default.

Upon the occurrence of an Event of Default and
acceleration of the maturity of the Obligations owed to the
Lender hereunder, the Lender may commence such litigation or
proceedings as it may deem expedient, all without any additional
notice, presentation, demand, protest, notice of dishonour,
including entering into of possession of any of the property or
assets of the Borrower, or any other action, notice of all of
which the Borrower hereby expressly waives. For greater
certainty, and subject to any curative provisions specified
herein, the Borrower will be considered to be in default of its
obligations hereunder by the mere lapse of time provided herein
for performing such obligations, without any requirement of
further notice or other act of the Lender unless a notice is
specifically required under this Agreement. The rights and
remedies of the Lender hereunder are cumulative and are in
addition



45




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to and not in substitution for any other rights
or remedies provided by law. Nothing contained herein or in any
Loan Documents now or hereafter held by the Lender with respect
to the Obligations of the Borrower to the Lender, or any part
thereof, nor any act or omission of the Lender with respect to
such Loan Documents, shall in any way prejudice or affect the
rights, remedies and powers of the Lender with respect to any
other such Loan Documents.


Section 10.3    Right
of Set-Off.

Upon the occurrence of an Event of Default and
the acceleration of the maturity of the Obligations owed to the
Lender hereunder, the Lender is hereby authorized by the
Borrower at any time and from time to time and shall to the
fullest extent permitted by law, set off, appropriate and apply
any and all deposits (general or special, time or demand,
matured or unmatured, provisional or final) at any time held and
other Debt at any time owing to or for the credit or the account
of the Borrower against any and all of the Obligations of the
Borrower now or hereafter existing hereunder. The Lender shall
promptly notify the Borrower in advance of any such set-off and
application made by the Lender, provided that the failure to
give such notice shall not affect the validity of such set-off
and application. The rights of the Lender under this
Section 10.3 are in addition to all other rights and
remedies (including, without limitation, other rights of
set-off) which the Lender may have.

Section 10.4    Currency
Conversion After Maturity.

At any time following the occurrence of an Event
of Default and the acceleration of the maturity of the
Obligations owed to the Lender hereunder, the Lender shall be
entitled to convert, with two (2) Business Days prior
notice to the Borrower, any and all then unpaid and outstanding
LIBOR Loans or U.S. Base Rate Loans or any of them to Prime
Rate Loans. Any such conversion shall be calculated so that the
resulting Prime Rate Loans shall be the Canadian Dollar
Equivalent on the date of conversion of the amount of United
States Dollars so converted. Any accrued and unpaid interest
denominated in United States Dollars at the time of any such
conversion shall be similarly converted to Canadian Dollars, and
such Prime Rate Loans and accrued and unpaid interest thereon
shall thereafter bear interest in accordance with
Section 3.1.



|             |                   
|------------ | ------------------
|Section 10.5 | Judgment Currency.

The obligation of the Borrower to make payments
on any Obligations to the Lender hereunder in any currency (the
first currency) shall not be discharged or satisfied
by any tender or recovery pursuant to any judgment expressed in
or converted into any other currency (the second
currency) except to the extent to which such tender or
recovery shall result in the effective receipt by the Lender of
the full amount of the first currency payable, and accordingly
the primary obligation of the Borrower shall be enforceable as
an alternative or additional cause of action for the purpose of
recovery in the second currency of the amount (if any) by which
such effective receipt shall fall short of the full amount of
the first currency payable and shall not be affected by a
judgment being obtained for any other sum due hereunder.

ARTICLE 11

GENERAL



|             |                      
|------------ | ---------------------
|Section 11.1 | Evidence of
    Debt.

The Obligations of the Borrower hereunder, in
respect of or in connection with the Advances under the Credit
Facility made from time to time by the Lender or otherwise,
shall, absent manifest error, be conclusively evidenced by the
records of the Lender.

Section 11.2    Additional
Expenses.

If during the continuation of an Event of Default
the Borrower should fail to observe or perform any covenant or
agreement to be observed or performed by the Borrower hereunder
the Lender may but shall not be obliged to perform or cause to
be performed the same for which purpose the Borrower hereby
appoints the Lender to be the lawful attorney of the Borrower,
and all reasonable expenses incurred or payments made by the
Lender in so doing shall be paid by the Borrower to the Lender
forthwith upon demand and any such unpaid amount shall bear
interest, both before and after judgment, at the Past Due Rate,
calculated daily and compounded monthly in arrears and



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payable on demand, and the Borrower hereby
indemnifies the Lender against any loss incurred by the Lender
in that regard.


Section 11.3    Invalidity
of any Provisions.

Any provision of this Agreement or any of the
other Loan Documents which is prohibited by the laws of any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition without invalidating the
remaining terms and provisions hereof or thereof and no such
invalidity shall affect the obligation of the Borrower to pay
the Obligations in full. The rate of interest chargeable or
collectable on overdue instalments of interest shall not exceed
the maximum rate permitted by applicable law.

Section 11.4    Amendments,
Waivers, etc.

No amendment, modification or waiver of any
provision of, and no waiver of the strict observance,
performance or compliance by the Borrower with any term,
covenant, condition or agreement contained in this Agreement and
no indulgence granted by the Lender or consent to any departure
by the Borrower therefrom, shall in any event be effective
unless it shall be in writing and signed by the Lender (and the
Borrower in the case of amendments or modifications or waivers
by the Borrower), and then such amendment, modification, waiver
or consent shall be effective only in the specific instance and
for the specific purpose for which it is given. Notwithstanding
the foregoing, no failure to exercise and no delay in exercising
any right, power or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege under this Agreement preclude any
other or further exercise thereof or the exercise of any other
right, power or privilege. The remedies herein provided are
cumulative and not exclusive of any other rights or remedies
available at or provided by law.

Section 11.5    Notices,
etc.

All notices and other communications provided for
hereunder shall, except as otherwise permitted hereunder, be in
writing personally delivered by messenger or courier or
facsimile or telecopy transmission, if



| |     |                           
| | --- | --------------------------
| | (a) | to the Borrower, to it at:



| |                                                
| | -----------------------------------------------
| | Hub International Limited                      
| | 214 King Street West                           
| | Suite 314                                      
| | Toronto, Ontario                               
| | M5H 3S6                                        
|
| | Telecopy:                        (416) 593-8717

| |                       |              
| | --------------------- | -------------
| | for the attention of: | W. Kirk James

| |                                   
| | ----------------------------------
| | Vice President and General Counsel



| |                                
| | -------------------------------
| | (b)    to the Lender, to it at:



| |                                                
| | -----------------------------------------------
| | Bank of Montreal                               
| | 4th Floor                                      
| | 1 First Canadian Place                         
| | Toronto, Ontario                               
| | M5X 1A1                                        
|
| | Telecopy:                        (416)-359-7966

| |                       |                
| | --------------------- | ---------------
| | for the attention of: | Vice President,

| |                    
| | -------------------
| | Loan Products Group

or to such other address or facsimile or telecopy
number as any party hereto may from time to time designate to
the other parties hereto in such manner. All such notices and
communications shall be effective, and deemed to be received by
the intended recipient, on the date delivered or transmitted, if
delivered or transmitted before 3:00 p.m. (Toronto, Ontario
time) on a Business Day, or, in any other case, on the first
Business Day following the date delivered or transmitted.



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Section 11.6    Costs
and Expenses.

The Borrower shall pay to the Lender, on demand
all reasonable out of pocket costs and expenses (including,
without limitation, all reasonable legal fees and disbursements)
incurred by the Lender in connection with this Agreement, the
other Loan Documents and the Credit Facility including, without
limitation, (a) the negotiation, preparation, execution,
delivery and interpretation, both prior and subsequent to the
Closing Date, of this Agreement and the other Loan Documents or
any agreement or instrument contemplated hereby or thereby;
(b) the performance by the Lender of its obligations and
duties under this Agreement and the other Loan Documents;
(c) advice of counsel with respect to the interpretation of
the Credit Facility, the Loan Documents or any transaction
contemplated thereunder; (d) the enforcement of any of the
Loan Documents or the enforcement or preservation of rights
under and the refinancing, renegotiation or restructuring of the
Credit Facility under this Agreement or the other Loan Documents
or the bringing of any action, suit or proceeding with respect
to the enforcement of any of the Loan Documents or any such
right or seeking any remedy which may be available to the Lender
at law or in equity; and (e) any amendments, waivers or
consents requested by the Borrower pursuant to the provisions
hereof or any other Loan Document. The Borrower shall supply all
statements, reports, certificates, opinions, appraisals and
other documents or information required to be furnished to the
Lender pursuant to this Agreement without cost to the Lender.

Section 11.7    Indemnification.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The Borrower agrees to indemnify the Lender and
    its directors, officers and employees from and against any and
    all Claims and Losses of any kind or nature whatsoever which may
    be imposed on, incurred by, or asserted against the Lender or
    the directors, officers or employees of the Lender, arising by
    reason of any action (including any action referred to herein)
    or inaction or omission to do any act legally required of the
    Borrower pursuant to the Loan Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(b) | The Borrower shall pay to the Lender on demand
    any amounts required to compensate the Lender for any Loss
    suffered or incurred by the Lender as a result of (i) any
    payment being made (due to acceleration of the maturity of any
    Advance pursuant to Article 10, a mandatory or optional
    prepayment of principal or otherwise) in respect of any
    Bankers Acceptance other than on the maturity date of such
    Bankers Acceptance or in respect of a LIBOR Loan other
    than on the last day of the related LIBOR Period; (ii) the
    failure of the Borrower to give any notice in the manner and at
    the times required by this Agreement; (iii) the failure of
    the Borrower to effect an Advance in the manner and at the time
    specified in any Advance Request; or (iv) the failure of
    the Borrower to make a payment or a mandatory repayment in the
    manner at the time specified in this Agreement or any notice
    given by the Borrower to the Lender in accordance with this
    Agreement. A certificate as to the amount of any such Loss,
    providing reasonable detail of the calculation of such Loss and
    submitted in good faith by the Lender to the Borrower shall be
    conclusive and binding for all purposes, absent manifest error.
|   
|(c) | The provisions of this Section 11.7 shall
    survive the termination of this Agreement and the repayment of
    all Obligations. The Borrower acknowledges that neither its
    obligation to indemnify, nor any actual indemnification by it,
    of the Lender or any other indemnified party hereunder in
    respect of such Persons Losses for the legal fees and
    expenses of such Persons counsel shall in any way affect
    the confidentiality or privilege relating to any information
    communicated by such Person to its counsel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Section 11.8    Taxes.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Any and all payments to the Lender by the
    Borrower hereunder (or under any of the other Loan Documents)
    shall be made free and clear of and without deduction or
    withholding for any and all present and future Taxes, imposed by
    any Governmental Authority including, without limitation, any
    Taxes which arise from the execution, delivery or registration
    of, or otherwise with respect to, this Agreement or any of the
    other Loan Documents, unless such Taxes are required by law or
    the administration thereof to be deducted or withheld. If the
    Borrower shall be required by law or the administration thereof
    to deduct or withhold any such Taxes from or in respect of any
    amount payable hereunder, (i) the amount payable shall be
    increased as may be necessary so that after making all required
    deductions or withholdings (including deductions or withholdings
    applicable to



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | additional amounts paid under this paragraph),
    the Lender receives an amount equal to the amount it would have
    received if no such deduction or withholding had been made;
    (ii) the Borrower shall make such deductions or
    withholdings; and (iii) the Borrower shall pay forthwith
    the full amount deducted or withheld to the relevant taxation or
    other authority in accordance with applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(b) | The Borrower agrees to indemnify the Lender for
    the full amount of Taxes not deducted or withheld and paid by
    the Borrower in accordance with Section 11.8 (a) to
    the relevant taxation or other authority and any Taxes imposed
    by any jurisdiction on amounts payable by the Borrower under
    this Section 11.8, paid by the Lender and any liability
    (including penalties, interest and expenses) arising therefrom
    or with respect thereto, whether or not any such Taxes were
    correctly or legally asserted. Payment under this
    indemnification shall be made within fifteen days from the date
    the Lender makes written demand therefor. A certificate as to
    the amount of such Taxes, providing reasonable details of the
    calculation thereof, and evidence of payment thereof submitted
    to the Borrower by the Lender shall be conclusive evidence of
    the amount due from the Borrower to the Lender absent manifest
    error.
|   
|(c) | The Borrower shall furnish to the Lender the
    original or a certified copy of a receipt evidencing any payment
    of Taxes made by the Borrower, as soon as such receipt becomes
    available.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(d) | If the provisions of Section 11.8(a) or
    11.8(b) require the Borrower to deduct or withhold and pay Taxes
    to any relevant taxation or other authority or to pay any
    additional amounts thereunder, the Lender shall use its
    reasonable efforts (consistent with its internal policy and
    legal and regulatory restrictions) to avoid the necessity of
    invoking such provisions of this Section 11.8, or to reduce
    the amounts payable thereunder, including changing the
    jurisdiction of its applicable lending office; provided that the
    taking of any such action would not, in the reasonable judgment
    of the Lender, be disadvantageous to the Lender.                                                                                                                                                                                                                                                                                             
|   
|(e) | The provisions of this Section 11.8 shall
    survive the termination of this Agreement and the repayment of
    all Obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Section 11.9    Calculations.

Except as otherwise provided herein, the
financial statements and returns to be furnished to the Lender
pursuant to this Agreement shall be made and prepared in
accordance with GAAP consistently applied throughout the periods
involved (except as set forth in the notes thereto or as
otherwise disclosed in writing by the Borrower to the Lender).

Section 11.10    Assignments
and Participations.



|    |                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The Borrower shall not be entitled to assign its
    rights and obligations hereunder or any interest herein without
    the prior consent of the Lender.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Subject to the provisions of this Agreement, the
    Lender may grant participations to one or more Persons in or
    respect of all or any part of the Lenders Commitment and
    the Obligations owed to the Lender, but in any such event the
    participant shall not have any rights under this Agreement or
    the other Loan Documents in respect of its participation and
    shall only have, as against the Lender, those rights and
    remedies in respect of such participation as are set forth in
    the agreement or agreements made between the Lender and such
    participant relating thereto.                                                                                                                                                                                                                                                         
|
| | (c) | The Lender may at any time, subject, prior to the
    occurrence of an Event of Default and other than in respect to
    an assignment by a Lender to one of its Affiliates, to the
    consent of the Borrower (such consent not to be unreasonably
    withheld or delayed), assign all or part of the Lenders
    Commitment and the Obligations then owed to the Lender to one or
    more Persons (each of which is hereinafter in this Section
    called the Assignee Lender) in consideration of the
    agreement of each such Assignee Lender to advance or hold that
    percentage of the Lenders Commitment or Obligations owed
    to the Lender as corresponds with the percentage thereof so
    assigned to such Assignee (hereinafter called the Assignee
    Lenders Commitment and the Assignee
    Lenders Commitment Percentage, respectively).



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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | If the Lender proposes to make any such
    assignment to a potential Assignee Lender, the Lender shall
    provide to the Borrower or procure the provision to the Borrower
    of any material information about such potential Assignee Lender
    which is generally available in order to assist the Borrower in
    complying with any applicable laws, treaties and regulations
    relating to the lending by such potential Assignee Lender and to
    determine whether to give any required consent by the Borrower
    under clause (c) above.                                                                                                                                                                                                                                                                                                                      
|
| | (e) | If the Lender assigns all or any part of its
    Commitment hereunder to an Assignee Lender as provided above,
    all references in this Agreement to the Lender shall thereafter
    be construed as references to the Lender and such Assignee
    Lender to the extent of their respective Commitments and, if
    such Assignee Lender is not an Affiliate of the Lender the
    Borrower shall thereafter look only to such Assignee Lender (and
    not to the Lender) in respect of that proportion of such
    Lenders Commitment as corresponds to such Assignee
    Lenders Commitment therein and accordingly the
    Lenders obligation to provide Advances in accordance with
    its Commitment hereunder shall be reduced correspondingly and
    such Assignee Lender shall assume a Commitment equivalent to
    such reduction in the Lenders Commitment.
|
| | (f) | The Lender may disclose to a potential
    participant or potential Assignee Lender (provided that such
    potential participant or Assignee Lender has been approved by
    the Borrower, such approval not to be unreasonably withheld)
    such information concerning or pertaining to the Obligations of
    the Borrower and its Subsidiaries as is known to the Lender, and
    may in addition express to any such Person any opinion it may
    have with respect to any matter, provided such potential
    participant or potential Assignee Lender covenants in favour of
    the Borrower and the Lender to only use such information in
    connection with its evaluation as to whether to take any such
    participation or assignment and, should it do so, in connection
    therewith, and to maintain the confidential nature of all such
    information.

Section 11.11    Governing
Law.

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

Section 11.12    Consent
to Jurisdiction.

The Borrower hereby irrevocably submits to the
non-exclusive jurisdiction of the Courts of the Province of
Ontario in respect of any action, suit or proceeding arising out
of or relating to this Agreement and the other Loan Documents
and the Credit Facility hereby extended and hereby irrevocably
agrees that all Claims in respect of any such action, suit or
proceeding may be heard and determined in any such Ontario
Court. The Borrower hereby irrevocably waives, to the fullest
extent it and they may effectively do so, the defense of an
inconvenient forum to the maintenance of such action or
proceeding. The Borrower agrees that a final judgment in any
such suit, action or proceeding shall be conclusive and may be
enforced in another jurisdiction by suit on the judgment or in
any other manner provided by law. Nothing in this
Section 11.12 shall affect the right of the Lender to bring
any suit, action or proceeding against the Borrower or its
assets in the courts of any other jurisdiction.

Section 11.13    Binding
Effect.

This Agreement shall be binding upon and enure to
the benefit of the parties hereto and their respective
successors and permitted assigns.

Section 11.14    Interest
Savings Clause.

Nothing contained in this Agreement or in any
promissory notes made by the Borrower to the Lender or in any of
the other Loan Documents shall be construed to permit the Lender
to receive at any time interest, fees or other charges in excess
of the amounts which the Lender is legally entitled to charge
and receive under any law to which such interest, fees or
charges are subject. In no contingency or event whatsoever shall
the compensation payable to the Lender by the Borrower,
howsoever characterized or computed, hereunder or under any
other agreement or instrument evidencing or relating to the
Obligations of the Borrower to the Lender hereunder, exceed the
highest rate permissible under any law to which such
compensation is subject. There is no intention that the Lender
shall contract for, charge or receive compensation in excess of
the highest lawful rate, and, in the event it should be
determined that any excess has been charged or received, then,
ipso facto, such rate shall be reduced to the highest



50




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lawful rate so that no amounts shall be charged
which are in excess thereof; and the Lender shall apply such
excess against the Obligations of the Borrower to the Lender
then outstanding and, to the extent of any amounts remaining
thereafter, refund such excess to the Borrower.


Section 11.15    Entire
Agreement.

This Agreement, including the Schedules hereto,
constitutes the entire agreement between the Borrower and the
Lender and supersedes all prior agreements, whether oral or
written, between the Borrower and the Lender in respect of the
Credit Facility extended hereby.

Section 11.16    Counterparts.

This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which,
taken together, shall constitute one and the same instrument.

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





| |                          
| | -------------------------
| | HUB INTERNATIONAL LIMITED



| |      |                      
| | ---- | ---------------------
| | Per: | /s/   DENNIS J. PAULS

| |                           
| | --------------------------
| |                           
| | Dennis J. Pauls           
| | Authorized Signing Officer



| |      |                    
| | ---- | -------------------
| | Per: | /s/   W. KIRK JAMES

| |                           
| | --------------------------
| |                           
| | W. Kirk James             
| | Authorized Signing Officer
|
|
| | BANK OF MONTREAL          



| |      |                                 
| | ---- | --------------------------------
| | Per: | /s/   AUTHORIZED SIGNING OFFICER

| |                           
| | --------------------------
| |                           
| | Authorized Signing Officer





51