<PAGE>

     THIRD AMENDMENT TO CREDIT AGREEMENT; AMENDMENT TO SUBSIDIARIES GUARANTY;
     AND ACKNOWLEDGEMENT WITH RESPECT TO VARIOUS OTHER CREDIT DOCUMENTS

     THIRD AMENDMENT TO CREDIT AGREEMENT; AMENDMENT TO SUBSIDIARIES GUARANTY;
AND ACKNOWLEDGEMENT WITH RESPECT TO VARIOUS OTHER CREDIT DOCUMENTS (this
"Amendment"), dated as of December 18, 1997, among COLTEC INDUSTRIES INC, a
corporation organized and existing under the laws of the State of Pennsylvania
(the "Company"), Coltec Aerospace Canada Ltd., an Ontario corporation (the
"Canadian Borrower"), the various Subsidiaries of the Company that are Credit
Parties on the date of this Amendment, the various Banks party to the Credit
Agreement referred to below, BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION (as successor by merger to Bank of America Illinois), as the
Documentation Agent, THE CHASE MANHATTAN BANK, as Syndication Agent, BANKERS
TRUST COMPANY, as Administrative Agent, and BANK OF MONTREAL, as Canadian Paying
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided such terms in the Credit Agreement.

                              W I T N E S S E T H :

     WHEREAS, the Company, the Banks, the Documentation Agent, the Syndication
Agent and the Administrative Agent are parties to a Credit Agreement, dated as
of March 24, 1992, amended and restated as of January 11, 1994 and further
amended and restated as of December 18, 1996, (as amended, modified or
supplemented to the date hereof, the "Credit Agreement");

     WHEREAS, the Company has requested certain amendments to the Credit
Agreement as provided herein, including the extension of Loans to the Canadian
Borrower;

     WHEREAS, in connection with the foregoing, the Subsidiaries Guaranty shall
be amended and agreements and acknowledgements are to be provided with respect
to the Security Documents; and

     WHEREAS, the parties hereto wish to amend the Credit Agreement and various
other of the Credit Documents as herein provided;


                                     - 1 -
<PAGE>


     NOW, THEREFORE, it is agreed:

I.   Amendments to Credit Agreement.

     1. Section 1 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and inserting in lieu thereof the following new Section
1:

          "1.01 The Commitments. (a) Subject to and upon the terms and
     conditions set forth herein, each Bank (other than Canadian Banks in their
     capacities as such) severally agrees, at any time and from time to time on

     and after the Restatement Effective Date and prior to the Final Maturity
     Date, to make a revolving loan or revolving loans to the Company, and each
     Canadian Bank severally agrees, at any time and from time to time on and
     after the Third Amendment Effective Date and prior to the Final Maturity
     Date, to make a revolving loan or revolving loans to the Canadian Borrower
     (with the revolving loans made to the Company or the Canadian Borrower
     pursuant to this Section 1.01(a) being each called a "Revolving Loan" and
     collectively, the "Revolving Loans"), which Revolving Loans (i) shall, in
     the case of Revolving Loans made to the Company, be made and maintained in
     Dollars (each, a "Company Revolving Loan" and, collectively, the "Company
     Revolving Loans"), which Company Revolving Loans shall, at the option of
     the Company, be incurred and maintained as, and/or converted (in accordance
     with Section 1.06) into, Base Rate Loans or Eurodollar Rate Loans; provided
     that except as otherwise specifically provided in Section 1.10(b), all
     Company Revolving Loans comprising the same Borrowing shall at all times be
     of the same Type, (ii) shall, in the case of Revolving Loans made to the
     Canadian Borrower, be made and maintained in, at the option of the Canadian
     Borrower, either Canadian Dollars (each, a "Canadian Dollar Revolving Loan"
     and, collectively, the "Canadian Dollar Revolving Loans") or Dollars (each,
     a "Canadian Borrower U.S. Dollar Revolving Loan" and, collectively, the
     "Canadian Borrower U.S. Dollar Revolving Loans"), which Canadian Dollar
     Revolving Loans shall, at the option of the Canadian Borrower, be made by
     each Canadian Bank either by means of (x) Canadian Prime Rate Loans in
     Canadian Dollars or (y) the creation and discount of Bankers' Acceptances
     in Canadian Dollars on the terms



                                     - 2 -
<PAGE>


     and conditions provided for herein and in Schedule XI hereto (the terms and
     conditions of which shall be deemed incorporated by reference into this
     Agreement), and which Canadian Borrower U.S. Dollar Revolving Loans shall,
     at the option of the Canadian Borrower, be made by the Canadian Banks as,
     and/or be converted (in accordance with Section 1.06) into, Base Rate Loans
     or Eurodollar Rate Loans; provided that except as otherwise specifically
     provided in Section 1.10(b), all Canadian Borrower Revolving Loans
     comprised of the same Borrowing shall at all times be of the same Type,
     (iii) may be repaid and re-borrowed in accordance with the provisions
     hereof, (iv) shall not exceed for any Bank at the time of the making of any
     such Revolving Loans, and after giving effect thereto, that aggregate
     principal amount (for this purpose, using the Dollar Equivalent of the
     outstanding principal or Face Amount, as the case may be, of each
     outstanding Canadian Dollar Revolving Loan of such Bank or any Affiliate
     thereof acting as a Canadian Bank) which, when added to the sum of (I) the
     aggregate principal amount of all other Revolving Loans then outstanding
     from such Bank (for this purpose, using the Dollar Equivalent of the
     outstanding principal or Face Amount, as the case may be, of each Canadian
     Dollar Revolving Loan then outstanding from such Bank or any Affiliate
     thereof acting as a Canadian Bank) and (II) the product of (x) such Bank's
     Adjusted Percentage and (y) the sum of (A) all Letter of Credit
     Outstandings (exclusive of Unpaid Drawings which are repaid with the

     proceeds of, and simultaneously with the incurrence of, the respective
     incurrence of Revolving Loans) at such time and (B) the aggregate principal
     amount of all Swingline Loans (exclusive of Swingline Loans which are
     repaid with the proceeds of, and simultaneously with the incurrence of, the
     respective incurrence of Revolving Loans) then outstanding, equals the
     Commitment of such Bank at such time, (v) shall not, in the case of
     Canadian Borrower Revolving Loans, exceed for any Canadian Bank at the time
     of the making of any such Canadian Borrower Revolving Loan, and after
     giving effect thereto, that aggregate principal amount (for this purpose,
     using the Dollar Equivalent of the outstanding principal or Face Amount, as
     the case may be, in the case of a Canadian Revolving Loan) which, when
     added to the aggregate principal amount of all other Canadian Borrower
     Revolving Loans then outstanding from such Canadian



                                     - 3 -
<PAGE>


     Bank (for this purpose, using the Dollar Equivalent of the outstanding
     principal or Face Amount, as the case may be, of each outstanding Canadian
     Dollar Revolving Loan of such Canadian Bank) equals the Canadian
     Sub-Commitment of such Canadian Bank at such time, (vi) shall not, in the
     case of all Canadian Borrower Revolving Loans, at any time exceed in
     aggregate outstanding principal amount (for this purpose, using the Dollar
     Equivalent of the outstanding principal or Face Amount, as the case may be,
     of each outstanding Canadian Dollar Revolving Loan), the Total Canadian
     Sub-Commitment at such time and (vii) shall not, in the case of all
     Revolving Loans, at any time exceed in aggregate outstanding principal
     amount (for this purpose, using the Dollar Equivalent of the outstanding
     principal or Face Amount, as the case may be, of each outstanding Canadian
     Dollar Revolving Loan), when added to the aggregate principal amount of
     Swingline Loans then outstanding and the aggregate amount of all Letter of
     Credit Outstandings (exclusive of any Unpaid Drawings with respect thereto
     which are repaid with the proceeds of, and simultaneously with the
     incurrence of, the respective incurrence of Revolving Loans) then
     outstanding, an amount equal to the Total Commitment at such time. The
     proceeds of each Company Revolving Loan shall be made available (in
     Dollars) to the Company as directed by it (with the proceeds to be used by
     the Company). The proceeds of each Canadian Borrower Revolving Loan shall
     be made available (in Dollars or Canadian Dollars, as the case may be) to
     the Canadian Borrower as directed by it (with the proceeds to be used by
     the Canadian Borrower). The Canadian Borrower shall have no liability with
     respect to any Borrower Revolving Loans which may be extended to, and which
     shall constitute obligations of, the Company.

          (b) Subject to and upon the terms and conditions herein set forth,
     BTCo in its individual capacity agrees (A) to convert, on the Restatement
     Effective Date, the Original Swingline Loans made by BTCo to the Company
     pursuant to the Original Credit Agreement and outstanding on the
     Restatement Effective Date into a Borrowing of Swingline Loans hereunder
     (as so converted, together with all Swingline Loans made pursuant to the
     following clause (B), the "Swingline Loans" and each, a "Swingline Loan")

     and (B) to make at any time and from time to time after the



                                     - 4 -
<PAGE>


     Restatement Effective Date and prior to the Swingline Expiry Date, a loan
     or loans to the Company (each a "Swingline Loan" and, collectively, the
     "Swingline Loans"), which Swingline Loans (i) shall be made and maintained
     as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with
     the provisions hereof, (iii) shall not exceed in aggregate principal amount
     at any time outstanding, when combined with the aggregate principal amount
     of all Revolving Loans made by Non-Defaulting Banks (for this purpose,
     using the Dollar Equivalent of the outstanding principal or Face Amount, as
     the case may be, of each outstanding Canadian Dollar Revolving Loan) then
     outstanding and the Letter of Credit Outstandings at such time, an amount
     equal to the Adjusted Total Commitment then in effect (after giving effect
     to any reductions to the Adjusted Total Commitment on such date) and (iv)
     shall not exceed at any time outstanding the Maximum Swingline Amount.

          (c) On any Business Day, BTCo may, in its sole discretion, give notice
     to the Banks that its outstanding Swingline Loans shall be funded with a
     Borrowing of Company Revolving Loans (provided that such notice shall be
     deemed to have been automatically given upon the occurrence of a Default or
     Event of Default under Section 10.05 or upon the exercise of any of the
     remedies provided in the last paragraph of Section 10), in which case a
     Borrowing of Company Revolving Loans constituting Base Rate Loans (each
     such Borrowing, a "Mandatory Borrowing") shall, to the maximum extent
     permitted by applicable law, be made on the immediately succeeding Business
     Day from all Banks (without giving effect to any reductions thereto
     pursuant to the last paragraph of Section 10) pro rata on the basis of
     their respective Adjusted Percentages (determined before giving effect to
     any termination of the Commitments pursuant to the last paragraph of
     Section 10) and the proceeds thereof shall be applied directly to BTCo to
     repay BTCo for such outstanding Swingline Loans. All Company Revolving
     Loans made pursuant to each Mandatory Borrowing shall constitute
     obligations of the Company and not the Canadian Borrower. Each such Bank
     hereby irrevocably agrees to make Company Revolving Loans upon one Business
     Day's notice pursuant to each Mandatory Borrowing in the amount and in the
     manner specified in the preceding sentence and on the date specified in
     writing by BTCo,



                                     - 5 -
<PAGE>


     to the maximum extent permitted by applicable law, notwithstanding (i) the
     amount of the Mandatory Borrowing may not comply with the minimum amount
     for Borrowings otherwise required hereunder, (ii) whether any conditions
     specified in Section 5 or 6 are then satisfied, (iii) whether a Default or

     an Event of Default then exists, (iv) the date of such Mandatory Borrowing
     and (v) any reduction in the Total Commitment or the Adjusted Total
     Commitment after any such Swingline Loans were made. In the event that any
     Mandatory Borrowing cannot for any reason be made on the date otherwise
     required above (including, without limitation, as a result of the
     commencement of a proceeding of the type referred to in Section 10.05 with
     respect to the Company), then each such Bank hereby agrees that it shall
     forthwith purchase (as of the date the Mandatory Borrowing would otherwise
     have occurred, but adjusted for any payments received from the Company on
     or after such date and prior to such purchase) from BTCo such
     participations in the outstanding Swingline Loans as shall be necessary to
     cause such Banks to share in such Swingline Loans ratably based upon their
     respective Adjusted Percentages (determined before giving effect to any
     termination of the Commitments pursuant to the last paragraph of Section
     10); provided that (x) all interest payable on the Swingline Loans shall be
     for the account of BTCo until the date as of which the respective
     participation is required to be purchased and, to the extent attributable
     to the purchased participation, shall be payable to the participant from
     and after such date and (y) at the time any purchase of participations
     pursuant to this sentence is actually made, the purchasing Bank shall be
     required to pay BTCo interest on the principal amount of participation
     purchased for each day from and including the day upon which the Mandatory
     Borrowing would otherwise have occurred to but excluding the date of
     payment for such participation, at the rate otherwise applicable to Company
     Revolving Loans maintained as Base Rate Loans hereunder.

          1.02 Minimum Amount of Each Borrowing. The aggregate principal amount
     of each Borrowing of (i) Eurodollar Rate Loans shall not be less than
     $5,000,000, (ii) Base Rate Loans shall not be less than $1,000,000, (iii)
     Canadian Prime Rate Loans shall be not less than Cdn $1,000,000 and (iv)
     Bankers'



                                     - 6 -
<PAGE>


     Acceptance Loans shall not be less than the amount specified in Schedule
     XI. The aggregate principal amount of each Borrowing of Swingline Loans
     shall be at least $500,000. More than one Borrowing may occur on the same
     date, but at no time shall there be outstanding more than (x) fifteen
     Borrowings of Eurodollar Rate Loans or (y) more than six different maturity
     dates for all outstanding Bankers' Acceptance Loans.

          1.03 Notice of Borrowing. (a) Whenever any Borrower desires to make a
     Borrowing hereunder (excluding (x) Borrowings of Swingline Loans and
     Mandatory Borrowings and (y) Borrowings of Canadian Prime Rate Loans to the
     extent resulting from automatic conversions of Bankers' Acceptance Loans as
     provided in clause (i) of Schedule XI), it shall give the Administrative
     Agent at its Notice Office (and, in the case of Canadian Dollar Revolving
     Loans, the Canadian Paying Agent at its Notice Office) at least one
     Business Day's prior telex, telecopy or telephonic notice (confirmed in
     writing) of each Base Rate Loan or Canadian Prime Rate Loan and at least

     three Business Days' prior telex, telecopy or telephonic notice (confirmed
     in writing) of each Eurodollar Rate Loan or Bankers' Acceptance Loan to be
     made hereunder; provided that any such notice shall be deemed to have been
     given on a certain day only if given before 12:00 Noon (New York time) on
     such day. Each such notice (each a "Notice of Borrowing"), except as
     otherwise expressly provided in Section 1.10, shall be irrevocable and
     shall be given by the respective Borrower substantially in the form of
     Exhibit A, appropriately completed to specify the aggregate principal
     amount (or Face Amount, as the case may be) of the Loans to be made
     pursuant to such Borrowing (stated in the Applicable Currency), the date of
     such Borrowing (which shall be a Business Day), and (x) in the case of
     Dollar Revolving Loans, whether the Loans being made pursuant to such
     Borrowing are to be initially maintained as Base Rate Loans or Eurodollar
     Rate Loans and, if Eurodollar Rate Loans, the initial Interest Period to be
     applicable thereto and (y) in the case of Canadian Dollar Revolving Loans,
     whether the Loans being made pursuant to such Borrowing are to be initially
     maintained as Canadian Prime Rate Loans or Bankers' Acceptance Loans and,
     if Bankers' Acceptance Loans, the term thereof (which shall comply



                                     - 7 -
<PAGE>


     with the requirements of clause (a) of Schedule XI). The Administrative
     Agent shall promptly, and in any event within one Business Day of receipt
     of such Notice of Borrowing, give each Bank notice of such proposed
     Borrowing, of such Bank's proportionate share thereof and of the other
     matters required by the immediately preceding sentence to be specified in
     the Notice of Borrowing.

          (b)(i) Whenever the Company desires to make a Borrowing of Swingline
     Loans hereunder, it shall give BTCo not later than 12:00 Noon (New York
     time) on the date that a Swingline Loan is to be made, written notice or
     telephonic notice confirmed in writing of each Swingline Loan to be made
     hereunder. Each such notice shall be irrevocable and specify in each case
     (A) the date of Borrowing (which shall be a Business Day) and (B) the
     aggregate principal amount of the Swingline Loans to be made pursuant to
     such Borrowing.

          (ii) Without in any way limiting the obligation of the Company to
     confirm in writing any telephonic notice of such Borrowing of Swingline
     Loans, BTCo may act without liability upon the basis of telephonic notice
     of such Borrowing believed by BTCo in good faith to be from a President, an
     Executive Vice President, a Senior Vice President, a Vice President, a
     Treasurer or an Assistant Treasurer of the Company or any other individual
     at the Company designated in writing by any two of the foregoing officers
     prior to receipt of written confirmation. In each such case, the Company
     hereby waives the right to dispute BTCo's record of the terms of such
     telephonic notice of such Borrowing of Swingline Loans absent manifest
     error.

          (iii) Mandatory Borrowings shall be made upon the notice specified in

     Section 1.01(c), with the Company irrevocably agreeing, by its incurrence
     of any Swingline Loan, to the making of the Mandatory Borrowings as set
     forth in Section 1.01(c) to the maximum extent permitted by applicable law.

          1.04 Disbursement of Funds. Except as otherwise specifically provided
     in the immediately succeeding sentence, no later than 12:00 Noon (New York
     time) on the date specified in each Notice of Borrowing (or (x) in the case
     of Swingline Loans, no later than 2:00 P.M. (New York time) on the date
     specified pursuant to



                                     - 8 -
<PAGE>


     Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later
     than 12:00 Noon (New York time) on the date specified in Section 1.01(c)),
     each Bank will make available its pro rata portion (determined in
     accordance with Section 1.07) of each such Borrowing requested to be made
     on such date (or in the case of Swingline Loans, BTCo shall make available
     the full amount thereof). All such amounts shall be made available in
     Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the
     case of Canadian Dollar Revolving Loans), as the case may be, and in
     immediately available funds at the relevant Payment Office, and the
     relevant Paying Agent will make available to the respective Borrower at the
     respective Payment Office the aggregate of the amounts so made available by
     the Banks. Unless the relevant Paying Agent shall have been notified by any
     Bank prior to the date of Borrowing that such Bank does not intend to make
     available to such Paying Agent such Bank's portion of any Borrowing to be
     made on such date, such Paying Agent may assume that such Bank has made
     such amount available to such Paying Agent on such date of Borrowing and
     such Paying Agent may, in reliance upon such assumption, make available to
     the relevant Borrower a corresponding amount. If such corresponding amount
     is not in fact made available to the relevant Paying Agent by such Bank,
     such Paying Agent shall be entitled to recover such corresponding amount on
     demand from such Bank. If such Bank does not pay such corresponding amount
     forthwith upon such Paying Agent's demand therefor, such Paying Agent shall
     promptly notify the relevant Borrower and such Borrower shall immediately
     pay such corresponding amount to such Paying Agent. The relevant Paying
     Agent shall also be entitled to recover on demand from such Bank or the
     respective Borrower, as the case may be, interest on such corresponding
     amount in respect of each day from the date such corresponding amount was
     made available by such Paying Agent to the respective Borrower until the
     date such corresponding amount is recovered by such Paying Agent, at a rate
     per annum equal to (i) if recovered from such Bank, the cost to such Paying
     Agent of acquiring overnight Federal funds (or, in the case of Canadian
     Dollar Revolving Loans, the cost to the Canadian Paying Agent of acquiring
     overnight funds in Canadian Dollars) and (ii) if recovered from the
     respective Borrower, the rate of interest applicable to the respective





                                     - 9 -
<PAGE>

     Borrowing, as determined pursuant to Section 1.08. Nothing in this Section
     1.04 shall be deemed to relieve any Bank from its obligation to make Loans
     hereunder or to prejudice any rights which the relevant Borrower may have
     against any Bank as a result of any failure by such Bank to make Loans
     hereunder.

          1.05 Notes. (a) The Company's or, in the case of Canadian Borrower
     Revolving Loans, the Canadian Borrower's obligation to pay the principal of
     (and the Face Amount, as the case may be), and interest on, the Loans made
     by each Bank shall be evidenced (i) if Company Revolving Loans, by a
     promissory note duly executed and delivered by the Company substantially in
     the form of Exhibit B-1 with blanks appropriately completed in conformity
     herewith (each a "Company Revolving Note" and, collectively, the "Company
     Revolving Notes"), (ii) if Canadian Dollar Revolving Loans, by a promissory
     note duly executed and delivered by the Canadian Borrower substantially in
     the form of Exhibit B-3, with blanks appropriately completed in conformity
     herewith (each, a "Canadian Dollar Revolving Note" and, collectively, the
     "Canadian Dollar Revolving Notes"), (iii) if Canadian Borrower U.S. Dollar
     Revolving Loans, by a promissory note duly executed and delivered by the
     Canadian Borrower substantially in the form of Exhibit B-4, with blanks
     appropriately completed in conformity herewith (each a "Canadian Borrower
     U.S. Dollar Revolving Note" and, collectively, the "Canadian Borrower U.S.
     Dollar Revolving Notes") and (iv) if Swingline Loans, by a promissory note
     duly executed and delivered by the Company substantially in the form of
     Exhibit B-2, with blanks appropriately completed in conformity herewith
     (the "Swingline Note").

          (b) The Company Revolving Note issued to each Bank shall (i) be
     executed by the Company, (ii) be payable to the order of such Bank and be
     dated the Restatement Effective Date, (iii) be in a stated principal amount
     equal to the Commitment of such Bank and be payable in Dollars in the
     principal amount of the Company Revolving Loans evidenced thereby, (iv)
     mature on the Final Maturity Date, (v) bear interest as provided in the
     appropriate clause of Section 1.08 in respect of the Base Rate Loans and
     Eurodollar Rate Loans, as the case may be, evidenced thereby, (vi) be
     subject to 



                                     - 10 -
<PAGE>


     mandatory repayment as provided in Section 4.02 and (vii) be entitled to
     the benefits of this Agreement and the Subsidiaries Guaranty and be secured
     by the Security Documents.

          (c) The Canadian Dollar Revolving Note issued to each Bank that has a
     Canadian Sub-Commitment or outstanding Canadian Dollar Revolving Loans
     shall (i) be executed by the Canadian Borrower, (ii) be payable to the
     order of such Canadian Bank or its registered assigns and be dated the

     Third Amendment Effective Date (or, if issued thereafter, the date of
     issuance), (iii) be in a stated principal amount (expressed in Canadian
     Dollars) which exceeds by 25% the Canadian Dollar Equivalent (as of the
     date of issuance) of the Canadian Sub-Commitment of such Canadian Bank;
     provided that if, because of fluctuations in exchange rates after the Third
     Amendment Effective Date, the amount of the Canadian Dollar Revolving Note
     of any Canadian Bank would not be at least as great as the outstanding
     principal amount of, and the Face Amount of, as applicable, Canadian Dollar
     Revolving Loans made by such Canadian Bank at any time outstanding, the
     respective Canadian Bank may request (and in such case the Canadian
     Borrower shall promptly execute and deliver) a new Canadian Dollar
     Revolving Note in an amount equal to the greater of (x) that amount
     (expressed in Canadian Dollars) which at that time exceeds by 25% the
     Canadian Dollar Equivalent of the Canadian Sub-Commitment of such Canadian
     Bank or (y) the then outstanding principal amount of, and the Face Amount
     of, as applicable, all Canadian Dollar Revolving Loans made by such
     Canadian Bank, (iv) be payable in Canadian Dollars in the outstanding
     principal amount of the Canadian Dollar Revolving Loans evidenced thereby,
     (v) mature on the Final Maturity Date, (vi) bear interest as provided in
     the appropriate clause of Section 1.08 in respect of the Canadian Prime
     Rate Loans evidenced thereby, (vii) be subject to mandatory repayment as
     provided in Section 4.02 and (viii) be entitled to the benefits of this
     Agreement and the Subsidiaries Guaranty and be secured by the Security
     Documents.

          (d) The Canadian Borrower U.S. Dollar Revolving Note issued to each
     Canadian Bank shall (i) be executed by the Canadian Borrower, (ii) be
     payable to the order of such Canadian Bank and be dated the Third 



                                     - 11 -
<PAGE>


     Amendment Effective Date (or, if issued thereafter, the date of issuance),
     (iii) be in a stated principal amount, stated in Dollars, equal to the
     Canadian Sub-Commitment of such Canadian Bank and be payable in Dollars in
     the principal amount of the Canadian Borrower U.S. Dollar Revolving Loans
     evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear
     interest as provided in the appropriate clause of Section 1.08 in respect
     of the Base Rate Loans and Eurodollar Rate Loans, as the case may be,
     evidenced thereby, (vi) be subject to mandatory repayment as provided in
     Section 4.02 and (vii) be entitled to the benefits of this Agreement and
     the Subsidiaries Guaranty and be secured by the Security Documents.

          (e) The Swingline Note issued to BTCo shall (i) be executed by the
     Company, (ii) be payable to the order of BTCo and be dated the Restatement
     Effective Date, (iii) be in a stated principal amount equal to the Maximum
     Swingline Amount and be payable in Dollars in the principal amount of the
     outstanding Swingline Loans evidenced thereby from time to time, (iv)
     mature on the Swingline Expiry Date, (v) bear interest as provided in the
     appropriate clause of Section 1.08 in respect of the Base Rate Loans
     evidenced thereby and (vi) be entitled to the benefits of this Agreement

     and the Subsidiaries Guaranty and be secured by the Security Documents.

          (f) Each Bank will note on its internal records the amount of each
     Loan made by it and each payment in respect thereof and will prior to any
     transfer of any of its Notes endorse on the reverse side thereof the
     outstanding principal amount of Loans (including, without limitation, the
     Face Amount of any outstanding Bankers' Acceptances) evidenced thereby.
     Failure to make any such notation shall not affect the Company's or, in the
     case of Canadian Borrower Revolving Loans, the Canadian Borrower's
     obligations in respect of such Loans.

          1.06 Conversions. (a) The respective Borrower shall have the option to
     convert, on any Business Day, all or a portion equal to at least $5,000,000
     of the outstanding principal amount of Dollar Revolving Loans made to such
     Borrower pursuant to one or more Borrowings of one or more Types of Dollar
     Revolving Loans into a Borrowing of another Type of Dollar Revolving



                                     - 12 -
<PAGE>


     Loan; provided that (i) except as otherwise provided in Section 1.10(b) or
     4.02(b), Eurodollar Rate Loans may be converted into Loans of another Type
     only on the last day of an Interest Period applicable to the Loans being
     converted and no such partial conversion of Eurodollar Rate Loans shall
     reduce the outstanding principal amount of such Eurodollar Rate Loans made
     pursuant to a single Borrowing to less than $5,000,000, (ii) Base Rate
     Loans may only be converted into Eurodollar Rate Loans if no Default or
     Event of Default is in existence on the date of the conversion and (iii) no
     conversion pursuant to this Section 1.06 shall result in a greater number
     of Borrowings of Eurodollar Rate Loans than is permitted under Section
     1.02. Each such conversion shall be effected by the respective Borrower by
     giving the Administrative Agent at its Notice Office prior to 12:00 Noon
     (New York time) at least three Business Days' prior notice (each a "Notice
     of Conversion") specifying the Dollar Revolving Loans to be so converted,
     the Borrowing(s) pursuant to which such Dollar Revolving Loans were made
     and, if to be converted into Eurodollar Rate Loans, the Interest Period to
     be initially applicable thereto. The Administrative Agent shall give each
     Bank prompt notice of any such proposed conversion affecting any of its
     Dollar Revolving Loans.

          (b) Mandatory conversions of Bankers' Acceptance Loans into Canadian
     Prime Rate Loans shall be made in the circumstances, and to the extent,
     provided in clause (i) of Schedule XI.

          (c) Canadian Dollar Revolving Loans shall not be permitted to be
     converted into Canadian Borrower U.S. Dollar Revolving Loans, and Canadian
     Borrower U.S. Dollar Revolving Loans shall not be permitted to be converted
     into Canadian Dollar Revolving Loans. However, subject to compliance with
     the terms and conditions of this Agreement, the Canadian Borrower may from
     time to time repay Canadian Borrower Revolving Loans (in the respective
     Applicable Currency) and, concurrently therewith, may borrow other Types

     (and pursuant to the respective Applicable Currency) of Canadian Borrower
     Revolving Loans.

          1.07 Pro Rata Borrowings. All Borrowings of Company Revolving Loans
     under this Agreement shall be incurred from the Banks pro rata on the basis
     of their



                                     - 13 -
<PAGE>


     RL Percentages; provided that all Borrowings of Company Revolving Loans
     made pursuant to a Mandatory Borrowing shall be incurred from the Banks pro
     rata on the basis of their Adjusted Percentages. All Borrowings of Canadian
     Borrower Revolving Loans under this Agreement shall be incurred from the
     Canadian Banks pro rata on the basis of their Canadian Percentages. It is
     understood that no Bank shall be responsible for any default by any other
     Bank of its obligation to make Loans hereunder and that each Bank shall be
     obligated to make the Loans provided to be made by it hereunder regardless
     of the failure of any other Bank to make its Loans hereunder.

          1.08 Interest. (a) Each Borrower agrees to pay interest in respect of
     the unpaid principal amount of each Base Rate Loan made to such Borrower
     from the date the proceeds thereof are made available to such Borrower
     until the maturity thereof (whether by acceleration or otherwise) at a rate
     per annum which shall be equal to the sum of the Applicable Margin for Base
     Rate Loans plus the Base Rate, each as in effect from time to time.

          (b) Each Borrower agrees to pay interest in respect of the unpaid
     principal amount of each Eurodollar Rate Loan made to such Borrower from
     the date the proceeds thereof are made available to the such Borrower until
     the maturity thereof (whether by acceleration or otherwise) at a rate per
     annum which shall, during each Interest Period applicable thereto, be equal
     to the sum of the Applicable Margin for Eurodollar Rate Loans as from time
     to time in effect plus the Quoted Rate for such Interest Period.

          (c) The Canadian Borrower hereby agrees to pay interest in respect of
     the unpaid principal amount of each Canadian Prime Rate Loan from the date
     the proceeds thereof are made available to the Canadian Borrower (which
     shall, in the case of a conversion pursuant to clause (i) of Schedule XI,
     be deemed to be the date upon which a maturing Bankers' Acceptance is
     converted into a Canadian Prime Rate Loan pursuant to said clause (i), with
     the proceeds thereof to be equal to the full Face Amount of the maturing
     Bankers' Acceptances), until the maturity thereof (whether by acceleration,
     or otherwise) at a rate per annum which shall be equal to the sum of the
     Applicable Margin for 



                                     - 14 -
<PAGE>



     Canadian Prime Rate Loans plus the Canadian Prime Rate, each as in effect
     from time to time.

          (d) With respect to Bankers' Acceptance Loans, Acceptance Fees shall
     be payable in connection therewith as provided in clause (g) of Schedule
     XI. Until the maturity of the respective Bankers' Acceptances, interest
     shall not otherwise be payable with respect thereto.

          (e) Overdue principal and, to the extent permitted by law, overdue
     interest in respect of each Loan and any other overdue amount payable
     hereunder shall, in each case, bear interest at a rate per annum (1) in the
     case of overdue principal of, and interest or other amounts owing with
     respect to, Canadian Dollar Revolving Loans and any other amounts owing in
     Canadian Dollars, equal to 2% per annum in excess of the Applicable Margin
     for Canadian Prime Rate Loans plus the Canadian Prime Rate, each as in
     effect from time to time, and (2) in all other cases, equal to the greater
     of (x) the sum of the Base Rate in effect from time to time plus 2-1/4% and
     (y) the rate which is 2% in excess of the rate otherwise applicable to the
     respective Loans at the time of the occurrence of the payment default with
     respect thereto, in each case with such interest to be payable on demand
     (for all purposes of this clause (e), calculations of the respective
     Applicable Margin for Loans of the respective Type shall be calculated as
     if the Leverage Ratio were at Level 5 as shown in the table appearing in
     the definition of "Applicable Margin" contained herein).

          (f) Accrued (and theretofore unpaid) interest shall be payable (i) in
     respect of each Base Rate Loan and Canadian Prime Rate Loan, quarterly in
     arrears on each Quarterly Payment Date, (ii) in respect of each Eurodollar
     Rate Loan, on the last day of each Interest Period applicable thereto and,
     in the case of an Interest Period in excess of three months, on each date
     occurring at three-month intervals after the first day of such Interest
     Period and (iii) in respect of each Loan (other than Bankers' Acceptances),
     on the date of any repayment (on the amount repaid), on any conversion
     pursuant to Section 1.10(b) or 4.02(b) (on the amount converted), at
     maturity (whether by 



                                     - 15 -
<PAGE>


     acceleration or otherwise) and, after such maturity, on demand.

          (g) Upon each Interest Determination Date, the Administrative Agent
     shall determine the Quoted Rate for each Interest Period applicable to
     Eurodollar Rate Loans and shall promptly notify the respective Borrower and
     the Banks thereof. Each such determination shall, absent manifest error, be
     final and conclusive and binding on all parties hereto.

          1.09 Interest Periods. At the time it gives any Notice of Borrowing or
     Notice of Conversion in respect of the making of, or conversion into, any
     Eurodollar Rate Loan (in the case of the initial Interest Period applicable

     thereto) or on the third Business Day prior to the expiration of an
     Interest Period applicable to such Eurodollar Rate Loan (in the case of any
     subsequent Interest Period), the relevant Borrower shall have the right to
     elect, by giving the Administrative Agent notice thereof, the interest
     period (each an "Interest Period") applicable to such Eurodollar Rate Loan,
     which Interest Period shall, at the option of such Borrower, be a one, two,
     three or six month period; provided that:

               (i) all Eurodollar Rate Loans comprising a Borrowing shall at all
          times have the same Interest Period;

               (ii) the initial Interest Period for any Eurodollar Rate Loan
          shall commence on the date of Borrowing of such Loan (including the
          date of any conversion thereto from a Loan of a different Type) and
          each Interest Period occurring thereafter in respect of such Loan
          shall commence on the day on which the next preceding Interest Period
          applicable thereto expires;

               (iii) if any Interest Period relating to a Eurodollar Rate Loan
          begins on a day for which there is no numerically corresponding day in
          the calendar month at the end of such Interest Period, such Interest
          Period shall end on the last Business Day of such calendar month;

               (iv) if any Interest Period would otherwise expire on a day which
          is not a Business Day, such



                                     - 16 -
<PAGE>


          Interest Period shall expire on the next succeeding Business Day;
          provided, however, that if any Interest Period for a Eurodollar Rate
          Loan would otherwise expire on a day which is not a Business Day but
          is a day of the month after which no further Business Day occurs in
          such month, such Interest Period shall expire on the next preceding
          Business Day;

               (v) no Interest Period may be selected at any time when any
          Default or Event of Default is then in existence;

               (vi) no Interest Period shall be selected which extends beyond
          the Final Maturity Date;

               (vii) no Interest Period shall extend beyond any date upon which
          a Scheduled Reduction is to be made if, after giving effect to the
          selection of such Interest Period, the aggregate amount of Revolving
          Loans maintained as Eurodollar Rate Loans with Interest Periods ending
          after such date of Scheduled Reduction would exceed the Total
          Commitment after giving effect to the reduction thereto resulting from
          such Scheduled Reduction; and

               (viii) no Interest Period shall be greater than one month for any

          Borrowing of Eurodollar Rate Loans prior to the earlier of (x) the
          60th day following the Restatement Effective Date or, if on such 60th
          day a Borrowing of Eurodollar Loans remains outstanding which has an
          Interest Period which extends beyond such 60th day, the last day of
          such Interest Period and (y) the Syndication Date.

          If upon the expiration of any Interest Period applicable to a
     Borrowing of Eurodollar Rate Loans, the relevant Borrower has failed to
     elect a new Interest Period to be applicable to such Eurodollar Rate Loans
     as provided above, such Borrower shall be deemed to have elected to convert
     such Eurodollar Rate Loans into Base Rate Loans effective as of the
     expiration date of such current Interest Period.

          1.10 Increaded Costs, Illegality, etc. (a) In the event that any Bank
     shall have determined (which determination shall, absent manifest error, be
     final and conclusive and binding upon all parties hereto



                                     - 17 -
<PAGE>


     but, with respect to clauses (i) and (iv) below, may be made only by the
     Administrative Agent):

               (i) on any Interest Determination Date that, by reason of any
          changes arising after the Restatement Effective Date affecting the
          interbank market, adequate and fair means do not exist for
          ascertaining the applicable interest rate on the basis provided for in
          the definition of Quoted Rate; or

               (ii) at any time, that such Bank shall incur increased costs or
          reductions in the amounts received or receivable hereunder with
          respect to any Eurodollar Rate Loan because of (x) any change since
          the Restatement Effective Date in any applicable law or governmental
          rule, regulation, order, guideline or request (whether or not having
          the force of law) or in the interpretation or administration thereof
          and including the introduction of any new law or governmental rule,
          regulation, order, guideline or request, such as, for example, but not
          limited to: (A) a change in the basis of taxation of payments to any
          Bank of the principal of or interest on the Notes or any other amounts
          payable hereunder (except for changes in the rate of tax on, or
          determined by reference to, the net income or profits of such Bank
          imposed by the jurisdiction in which its principal office or
          applicable lending office is located) or (B) a change in official
          reserve requirements (but, in all events, excluding reserves required
          under Regulation D to the extent included in the computation of the
          Quoted Rate) and/or (y) other circumstances affecting such Bank or the
          interbank Eurodollar market or the position of such Bank in such
          market; or

               (iii) at any time, that the making or continuance of any
          Eurodollar Rate Loan has been made (x) unlawful by any law or

          governmental rule, regulation or order, (y) impossible by compliance
          by any Bank in good faith with any governmental request (whether or
          not having force of law) or (z) impracticable as a result of a
          contingency occurring after the Restatement Effective Date which
          materially and adversely affects the interbank Eurodollar market; or

               (iv) at any time that Canadian Dollars are not available in
          sufficient amounts, as determined in



                                     - 18 -
<PAGE>


          good faith by the Administrative Agent, to fund any Borrowing of
          Canadian Dollar Revolving Loans requested pursuant to Section 1.01;

          then, and in any such event, such Bank (or the Administrative Agent,
          in the case of clauses (i) and (iv) above) shall promptly give notice
          (by telephone confirmed in writing) to the Company and any affected
          Borrower and, except in the case of clauses (i) and (iv) above, to the
          Administrative Agent of such determination (which notice the
          Administrative Agent shall promptly transmit to each of the other
          Banks). Thereafter (w) in the case of clause (i) above, Eurodollar
          Rate Loans shall no longer be available until such time as the
          Administrative Agent notifies the Company and the Banks that the
          circumstances giving rise to such notice by the Administrative Agent
          no longer exist (which notice the Administrative Agent shall provide
          promptly after obtaining actual knowledge that such circumstances no
          longer exist), and any Notice of Borrowing or Notice of Conversion
          given by the Company with respect to Eurodollar Rate Loans which have
          not yet been incurred (including by way of conversion) shall be deemed
          rescinded by the Company, (x) in the case of clause (ii) above, the
          respective Borrower or Borrowers shall pay to such Bank, upon written
          demand therefor, such additional amounts (in the form of an increased
          rate of, or a different method of calculating, interest or otherwise
          as such Bank in its sole discretion shall determine) as shall be
          required to compensate such Bank for such increased costs or
          reductions in amounts received or receivable hereunder (a written
          notice as to the additional amounts owed to such Bank, showing the
          basis for the calculation thereof, submitted to the respective
          Borrower or Borrowers by such Bank shall, absent manifest error, be
          final and conclusive on and binding on all the parties hereto), (y) in
          the case of clause (iii) above, the respective Borrower or Borrowers
          shall take one of the actions specified in Section 1.10(b) as promptly
          as possible and, in any event, within the time period required by law
          and (z) in the case of clause (iv) above, Canadian Dollar Revolving
          Loans (exclusive of Canadian Dollar Revolving Loans which have
          theretofore been funded) shall no longer be available until such time
          as the Administrative Agent notifies the Canadian Borrower and the
          Banks that the circumstances giving rise to




                                     - 19 -
<PAGE>


          such notice by the Administrative Agent no longer exists, and any
          Notice of Borrowing given by the Canadian Borrower with respect to
          such Canadian Dollar Revolving Loans which have not been incurred
          shall be deemed rescinded by the Canadian Borrower.

          (b) At any time that any Eurodollar Rate Loan is affected by the
     circumstances described in Section 1.10(a)(ii) or (iii), the respective
     Borrower or Borrowers may (and in the case of a Eurodollar Rate Loan
     affected by the circumstances described in Section 1.10(a)(iii) shall)
     either (i) if the affected Eurodollar Rate Loan is then being made
     initially or pursuant to a conversion, by giving the Administrative Agent
     telephonic notice (confirmed in writing) on the same date that the Company
     was notified by the affected Bank or the Administrative Agent pursuant to
     Section 1.10(a)(ii) or (iii), cancel the respective Borrowing, or (ii) if
     the affected Eurodollar Rate Loan is then outstanding, upon at least three
     Business Days' written notice to the Administrative Agent, require the
     affected Bank to convert such Eurodollar Rate Loan into a Base Rate Loan;
     provided that if more than one Bank is affected at any time, then all
     affected Banks must be treated the same pursuant to this Section 1.10(b).

          (c) If at any time after the Restatement Effective Date, the
     introduction of or any change in any applicable law or governmental rule,
     regulation, order, guideline or request (whether or not having the force of
     law, and including, without limitation, changes in those announced or
     published prior to the Restatement Effective Date) concerning capital
     adequacy, or in the interpretation or administration thereof by any
     governmental authority, central bank or comparable agency, will have the
     effect of increasing the amount of capital required or expected to be
     maintained by such Bank or any corporation controlling such Bank based on
     the existence of such Bank's Commitments hereunder or its obligations
     hereunder, then the Company (or to the extent directly relating to the
     Canadian Sub-Commitments, the Canadian Borrower) shall pay to such Bank,
     upon its written demand therefor, such additional amounts as shall be
     required to compensate such Bank or such other corporation for the
     increased cost to such Bank or such other corporation or the reduction in
     the rate of 



                                     - 20 -
<PAGE>


     return to such Bank or such other corporation as a result of such increase
     of capital. In determining such additional amounts, each Bank will act
     reasonably and in good faith and will use averaging and attribution methods
     which are reasonable; provided that such Bank's determination of
     compensation owing under this Section 1.10(c) shall, absent manifest error,
     be final and conclusive and binding on all the parties hereto. Each Bank,

     upon determining that any additional amounts will be payable pursuant to
     this Section 1.10(c), will give prompt written notice thereof to the
     relevant Borrower, which notice shall show the basis for calculation of
     such additional amounts, although the failure to give any such notice
     (unless the respective Bank has intentionally withheld or delayed such
     notice, in which case the respective Bank shall not be entitled to receive
     additional amounts pursuant to this Section 1.10(c) for periods occurring
     prior to the 180th day before the giving of such notice) shall not release
     or diminish any of the relevant Borrower's obligations to pay additional
     amounts pursuant to this Section 1.10(c).

          1.11 Compensation. The respective Borrower shall compensate each Bank,
     upon its written request (which request shall set forth the basis for
     requesting such compensation), for all reasonable losses, expenses and
     liabilities (including, without limitation, any loss, expense or liability
     incurred by reason of the liquidation or reemployment of deposits or other
     funds required by such Bank to fund its Eurodollar Rate Loans) which such
     Bank may sustain: (i) if for any reason (other than a default by such Bank
     or the Administrative Agent) a Borrowing of, or conversion from or into,
     Eurodollar Rate Loans does not occur on a date specified therefor in a
     Notice of Borrowing or Notice of Conversion (whether or not withdrawn by
     such Borrower or deemed withdrawn pursuant to Section 1.10(a)); (ii) if any
     repayment (including any repayment made pursuant to Section 4.02) or
     conversion of any of its Eurodollar Rate Loans occurs on a date which is
     not the last day of an Interest Period with respect thereto; (iii) if any
     repayment (including any repayment made pursuant to Section 4.02) of any
     Bankers' Acceptance Loan occurs on a date which is not the maturity date of
     the respective Bankers' Acceptance; (iv) if any prepayment of any of its
     Eurodollar Rate Loans or Bankers'



                                     - 21 -
<PAGE>


     Acceptance Loans is not made on any date specified in a notice of
     prepayment given by such Borrower; or (v) as a consequence of (x) any other
     default by such Borrower to repay its Loans when required by the terms of
     this Agreement or any Note held by such Bank or (y) any election made
     pursuant to Section 1.10(b).



                                     - 22 -
<PAGE>




                                     - 23 -
<PAGE>



          1.12 Replacement of Banks. (x) If any Bank becomes a Defaulting Bank
     or otherwise defaults in its obligations to make Loans or fund Unpaid
     Drawings, (y) upon the occurrence of any event giving rise to the operation
     of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section
     4.04 with respect to any Bank which results in such Bank charging to the
     Company increased costs in excess of those being generally charged by the
     other Banks, or (z) as provided in Section 13.12(b) in the case of certain
     refusals by a Bank to consent to certain proposed changes, waivers,
     discharges or terminations with respect to this Agreement which have been
     approved by the Required Banks, the Company shall have the right, if no
     Default or Event of Default then exists, to replace such Bank (the
     "Replaced Bank") with one or more other Eligible Transferees, none of which
     shall constitute a Defaulting Bank at the time of such replacement
     (collectively, the "Replacement Bank") reasonably acceptable to the
     Administrative Agent; provided that (i) at the time of any replacement
     pursuant to this Section 1.12, the Replacement Bank shall enter into one or
     more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and
     with all fees payable pursuant to said Section 13.04(b) to be paid by the
     Replacement Bank) pursuant to which the Replacement Bank shall acquire all
     of the Commitments (and related Canadian Sub-Commitments, if any) and
     outstanding Loans of, and in each case participation in Letters of Credit
     by, the Replaced Bank and, in connection therewith, shall pay to (x) the
     Replaced Bank in respect thereof an amount equal to the sum of (A) an
     amount equal to the principal of, and all accrued interest on, all
     outstanding Loans (including the Face Amount of any outstanding Bankers'
     Acceptances) of the Replaced Bank, (B) an amount equal to all Unpaid
     Drawings that have been funded by (and not reimbursed to) such Replaced
     Bank, together with all then unpaid interest with respect thereto at such
     time and (C) an amount equal to all accrued, but theretofore unpaid, Fees
     owing to the Replaced Bank pursuant to Section 3.01 and (y) BTCo an amount
     equal to such Replaced Bank's Adjusted Percentage (for this purpose,
     determined as if the adjustment described in clause (y) of the immediately
     succeeding sentence had been made with respect to such Replaced Bank) of
     any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the
     extent such amount was not theretofore



                                     - 24 -
<PAGE>


     funded by such Replaced Bank, (ii) all obligations of the Borrowers due and
     owing to the Replaced Bank at such time (other than those specifically
     described in clause (i) above in respect of which the assignment purchase
     price has been, or is concurrently being, paid) shall be paid in full to
     such Replaced Bank concurrently with such replacement and (iii) if the
     respective Replaced Bank has a related Canadian Bank, or if the Replaced
     Bank is a Canadian Bank which has a related Bank, all of the actions
     specified above in this Section 1.12 shall be taken with respect to both
     the respective Bank and Canadian Bank (who shall be treated collectively as
     a Replaced Bank). Upon the execution of the respective Assignment and
     Assumption Agreements, the payment of amounts referred to in clauses (i)
     and (ii) above and, if so requested by the Replacement Bank, delivery to

     the Replacement Bank of the appropriate Note or Notes executed by the
     respective Borrowers, (x) the Replacement Bank shall become a Bank
     hereunder and the Replaced Bank shall cease to constitute a Bank hereunder,
     except with respect to indemnification provisions under this Agreement,
     which shall survive as to such Replaced Bank and (y) the Adjusted
     Percentages of the Banks shall be automatically adjusted at such time to
     give effect to such replacement (and to give effect to the replacement of a
     Defaulting Bank with one or more Non-Defaulting Banks).

          1.13 Change of Lending Office. Each Bank agrees that on the occurrence
     of any event giving rise to the operation of Section 1.10(a)(ii) or (iii),
     Section 1.10(c), Section 2.05 or Section 4.04 with respect to such Bank, it
     will, if requested by the applicable Borrower or Borrowers, use reasonable
     efforts (subject to overall policy considerations of such Bank) to
     designate another lending office for any Loans or Letters of Credit
     affected by such event; provided that such designation is made on such
     terms that such Bank and its lending office suffer no economic, legal or
     regulatory disadvantage as a result thereof, with the object of avoiding
     the consequence of the event giving rise to the operation of such Section.
     Nothing in this Section 1.13 shall affect or postpone any of the
     obligations of any Borrower or the right of any Bank provided in Sections
     1.10, 2.05 and 4.04.



                                     - 25 -
<PAGE>


          1.14 Bankers' Acceptance Provisions. The parties hereto agree that the
     provision of Schedule XI shall apply to all Bankers' Acceptances and
     Bankers' Acceptance Loans created hereunder, and that the provisions of
     Schedule XI shall be deemed incorporated by reference into this Agreement
     as if such provisions were set forth in their entirety herein.

          1.15 Canadian Paying Agent. Notwithstanding anything to the contrary
     contained elsewhere in this Agreement, it is acknowledged and agreed that,
     unless and until otherwise directed by the Administrative Agent or the
     Required Banks, Bank of Montreal shall act as Canadian Paying Agent and
     Canadian Documentation Agent (in such capacities, the "Canadian Paying
     Agent") with respect to all Bankers' Acceptances and Bankers' Acceptance
     Loans, and all Canadian Borrower Revolving Loans incurred under this
     Agreement. Unless and until otherwise directed by the Administrative Agent
     or the Required Banks, the Canadian Paying Agent shall receive all
     payments, and make all disbursements, with respect to Canadian Borrower
     Revolving Loans at or from its Payment Office. In connection therewith, the
     Canadian Paying Agent shall perform such duties as would otherwise be
     performed by the Administrative Agent or Paying Agent in connection
     therewith and shall be entitled to the protections afforded pursuant to
     Section 12. It is understood and agreed that the Canadian Paying Agent may
     resign at any time from its duties hereunder upon ten (10) Business Days'
     prior written notice to the Administrative Agent and the Borrowers, at
     which time the duties of the Canadian Paying Agent shall be performed by
     the Administrative Agent (or an affiliate thereof designated by the

     Administrative Agent). At all times when the Canadian Paying Agent is not
     the Administrative Agent, the Canadian Paying Agent (as opposed to the
     Administrative Agent) shall take all actions otherwise required to be taken
     by the Administrative Agent pursuant to Schedule XI."

          1.16 Certain Override Provisions Regarding Utilizations of Total
     Canadian Sub-Commitment. (a) Notwithstanding anything to the contrary
     contained in preceding Section 1.01, succeeding Section 2.01 or elsewhere
     in this Agreement, it is agreed by the parties hereto that, at all times
     from and after the Third Amendment Effective Date, to the extent any



                                     - 26 -
<PAGE>


     Credit Event results in a utilization of all or any portion of the Total
     Canadian Sub-Commitment, an amount equal to the Canadian Borrower
     Percentage (as in effect from time to time) of the Total Canadian
     Sub-Commitment shall only be available for the making of Canadian Borrower
     Revolving Loans and an amount equal to the Company Percentage of the Total
     Canadian Sub-Commitment may only be utilized for extensions of credit to
     the Company as otherwise provided in this Agreement. Notwithstanding
     anything to the contrary contained elsewhere in this Agreement, at no time
     shall the Company be permitted to request an extension of credit pursuant
     to this Agreement (whether in the form of Company Revolving Loans,
     Swingline Loans or Letters of Credit) if, after giving effect thereto, the
     sum of the aggregate principal amount and Face Amount, as applicable, of
     outstanding Company Revolving Loans and Swingline Loans and the amount of
     Letter of Credit Outstandings at such time would exceed an amount equal to
     the Total Commitment as then in effect less the Canadian Borrower
     Percentage as then in effect of the Total Canadian Sub-Commitment as then
     in effect. Furthermore, the Canadian Borrower will at no time be permitted
     to request an extension of credit (in the form of Canadian Borrower
     Revolving Loans) if the aggregate principal amount and Face Amount, as
     applicable, of outstanding Canadian Borrower Revolving Loans would at any
     time exceed the Canadian Borrower Percentage as then in effect of the Total
     Canadian Sub-Commitment as then in effect.

          (b)(i) The Company Percentage and Canadian Borrower Percentage of the
     Total Canadian Sub-Commitment shall, from and after the Third Amendment
     Effective Date (and until adjusted as described in the immediately
     succeeding sentence) be 50% and 50%, respectively. The Company, not more
     than thirty days and not less than five Business Days prior to the last day
     of each calendar month, shall give written notice to the Administrative
     Agent (with a copy to each Paying Agent) either (x) requesting an
     adjustment, effective as of the first Business Day of the immediately
     following calendar month (each such date an "Adjustment Date") to the
     Company Percentage and Canadian Borrower Percentage (although the sum of
     such percentages must equal 100%) or (y) confirming that there will be no
     adjustment to the Company Percentage or the Canadian Borrower Percentage at
     such time;




                                     - 27 -
<PAGE>


     provided that (i) no adjustment to the Company Percentage and Canadian
     Borrower Percentage may be made as otherwise provided above if, after
     giving effect to any reduction to the Canadian Borrower Percentage, the
     Canadian Borrower Percentage of the Total Canadian Sub-Commitment as then
     in effect would be less than the aggregate Face Amount of all Bankers'
     Acceptance Loans then outstanding (other than any such Bankers' Acceptance
     Loans which will mature, and be converted into Canadian Prime Rate Loans,
     on or prior to the respective Adjustment Date) and (ii) the failure by the
     Company to deliver any such written notice (or the delivery by the Company
     of any written notice which does not comply with the requirements contained
     above in this clause (b)) to the Administrative Agent within the period
     required above will be deemed to be delivery by the Company to the
     Administrative Agent of a written notice that there will be no adjustment
     to the Company Percentage or the Canadian Borrower Percentage as at the
     applicable Adjustment Date. If any adjustment is made on an Adjustment Date
     as described above, then on the respective Adjustment Date all repayments
     required by Section 4.02(a)(iii) and (iv) shall be made on such date to the
     extent required as a result of such adjustments.

          (ii) Notwithstanding anything to the contrary contained in clause
     (b)(i) above or Section 13.02, at any time during a month the Company
     shall, with the consent of each Canadian Bank, be permitted to adjust the
     Company Percentage and Canadian Borrower Percentage by designating an
     Adjustment Date effective as of any Business Day during such month.

          (c) In connection with any Borrowings and/or repayments made as a
     result of adjustments to the Company Percentage and Canadian Borrower
     Percentage as required above, then, so long as arrangements satisfactory to
     the Paying Agents (including, without limitation, by way of (x) direct
     transfers of funds between the Paying Agents or (y) indirect transfers of
     funds between the Paying Agents through the operating accounts of the
     Borrowers, either of which shall be considered to be satisfactory
     arrangements) are made for the repayment of all amounts which will be due
     on the respective Adjustment Date as a result thereof, Borrowings shall be
     permitted to be made by the



                                     - 28 -
<PAGE>


     Company or Canadian Borrower, as the case may be, as a result of any
     increase to the Company Percentage or Canadian Borrower Percentage, as the
     case may be, on such date (subject to satisfaction of the other terms and
     conditions of this Agreement) so long as arrangements satisfactory to the
     Paying Agents (including, without limitation, by way of (x) direct
     transfers of funds between the Paying Agents or (y) indirect transfers of

     funds between the Paying Agents through the operating accounts of the
     Borrowers, either of which shall be considered to be satisfactory
     arrangements) are made so that, by the time required by Section 4.03, all
     payments will be made by the Company or the Canadian Borrower on such
     Adjustment Date as a result of any decrease on such date in the Company
     Percentage or Canadian Borrower Percentage, as the case may be. It is
     understood and agreed that none of the Administrative Agent nor any Paying
     Agent shall have any liability to any Banks if the payments contemplated
     above in this clause (c) are not actually made on the Adjustment Date, and
     that any failure to make the payments required to be made on an Adjustment
     Date pursuant to Section 4.02(a) shall constitute an Event of Default in
     accordance with the terms of Section 10.01.

     2. Section 2.01 of the Credit Agreement is hereby amended by (i) deleting
the text ", any of its Foreign Subsidiaries" appearing in clause (x) of Section
2.01(b) and (ii) inserting the text "(for this purpose, using the Dollar
Equivalent of the outstanding principal or Face Amount, as the case may be, of
each outstanding Canadian Dollar Revolving Loan)" immediately preceding the text
"made by Non-Defaulting Banks" appearing in clause (c)(i)(y) of said Section.

     3. Section 3.01 of the Credit Agreement is hereby amended by (i) inserting
at the end of clause (a) thereof the following new proviso:

     "; provided that the portion of Commitment Commission attributable to the
     unutilized portion of the Canadian Borrower Percentage (as in effect from
     time to time) of the Total Canadian Sub-Commitment shall be paid by the
     Canadian Borrower to the Canadian Paying Agent for distribution to each
     Canadian Bank that is a Non-Defaulting Bank";



                                     - 29 -
<PAGE>


(ii) redesignating clause "(e)" to "(f)" and (iii) inserting the following
clause (e):

          "(e)At the time of the incurrence of each Bankers' Acceptance Loan,
     Acceptance Fees shall be paid by the Canadian Borrower as required by, and
     in accordance with, clause (g) of Schedule XI."

     4. Section 3.02 of the Credit Agreement is hereby amended by deleting in
its entirety such Section and inserting in lieu thereof the following new
Section 3.02:

          "3.02 Voluntary Termination of Unutilized Commitments. The Company
     shall have the right, without premium or penalty and upon at least two
     Business Days' prior notice to the Administrative Agent at its Notice
     Office, which notice the Administrative Agent shall promptly transmit to
     each of the Banks, to terminate the Total Unutilized Commitment, in whole
     or in part, in integral multiples of $5,000,000 in the case of partial
     reductions to the Total Unutilized Commitment; provided that each such
     reduction to the Total Unutilized Commitment pursuant to this Section 3.02

     shall apply (i) first, in an amount equal to the lesser of the reduction to
     the Total Unutilized Commitment then being effected or the Total
     Non-Canadian Sub-Commitment then in effect, to reduce the Commitment (and
     the Non-Canadian Sub-Commitment) of each Bank, pro rata based on the
     relative Non-Canadian Sub-Commitments of the various Banks (or their
     respective affiliates) and (ii) to the extent in excess of the amount to be
     applied pursuant to preceding clause (i), to reduce the remaining
     Commitments (and the Canadian Sub-Commitments) of the various Banks pro
     rata based on the Canadian Sub-Commitments of the various Banks.
     Notwithstanding anything to the contrary contained in the immediately
     preceding sentence, at the time of any reduction to the Total Unutilized
     Commitment pursuant to this Section 3.02, the Company may, but shall not be
     required to, elect that all or a portion of such reduction first be applied
     as provided in clause (ii) of the immediately preceding sentence, with any
     excess over the amount of the Total Canadian Sub-Commitment as then in
     effect to be applied as provided in clause (i) of the immediately preceding
     sentence."


                                     - 30 -
<PAGE>


     5. Section 3.03 of the Credit Agreement is hereby amended by (i) deleting
the word "proviso" in Section 3.03(f)(y) and inserting in lieu thereof the word
"provision" and (ii) deleting Section 3.02(g) in its entirety and inserting in
lieu thereof the following new Section 3.02(g):

          "(g) Each reduction to the Total Commitment pursuant to this Section
     3.03 shall be applied (i) first, in an amount equal to the lesser of the
     reduction to the Total Commitment then being effected or the Total
     Non-Canadian Sub-Commitment then in effect, to reduce the Commitment (and
     the Non-Canadian Sub-Commitment) of each Bank, pro rata based on the
     relative Non-Canadian Sub-Commitments of the various Banks (or their
     respective affiliates) and (ii) to the extent in excess of the amount to be
     applied pursuant to preceding clause (i), to reduce the remaining
     Commitments (and the Canadian Sub-Commitments) of the various Banks pro
     rata based on the Canadian Sub-Commitments of the various Banks.
     Notwithstanding anything to the contrary contained in the immediately
     preceding sentence, at the time of any reduction to the Total Commitment
     pursuant to this Section 3.03, the Company may, but shall not be required
     to, elect that all or a portion of such reduction first be applied as
     provided in clause (ii) of the immediately preceding sentence, with any
     excess over the amount of the Total Canadian Sub-Commitment as then in
     effect to be applied as provided in clause (i) of the immediately preceding
     sentence."

     6. Section 4 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and inserting in lieu thereof the following new Section
4:

          "4.01 Voluntary Prepayments. Each Borrower shall have the right to
     prepay the Loans made to such Borrower, without premium or penalty, in
     whole or in part from time to time on the following terms and conditions:

     (i) such Borrower shall give the Administrative Agent prior to 11:00 A.M.
     (New York time) at its Notice Office (x) at least one Business Day's prior
     written notice (or telephonic notice confirmed in writing) of its intent to
     prepay Base Rate Loans or Canadian Dollar Revolving Loans maintained as
     Canadian Prime Rate Loans (or same day notice in the case of



                                     - 31 -
<PAGE>

     Swingline Loans provided such notice is given prior to 11:00 A.M. (New York
     time) on such Business Day and (y) at least three Business Days' prior
     written notice (or telephonic notice confirmed in writing) of its intent to
     prepay Eurodollar Rate Loans, whether Company Revolving Loans, Canadian
     Borrower Revolving Loans or Swingline Loans shall be prepaid, the amount of
     such prepayment and the Types of Loans to be prepaid and, in the case of
     Eurodollar Rate Loans or Bankers' Acceptance Loans, the specific Borrowing
     or Borrowings pursuant to which made, which notice the Administrative Agent
     shall promptly transmit to each of the Banks; (ii) each prepayment shall be
     in an aggregate principal amount of at least $1,000,000 (or Cdn $1,000,000
     in the case of Canadian Dollar Revolving Loans); provided that if any
     partial prepayment of Eurodollar Rate Loans made pursuant to any Borrowing
     shall reduce the outstanding Eurodollar Rate Loans made pursuant to such
     Borrowing to an amount less than $5,000,000, then such Borrowing may not be
     continued as a Borrowing of Eurodollar Rate Loans and any election of an
     Interest Period with respect thereto given by such Borrower shall have no
     force or effect (it being understood that such Borrowing shall convert to a
     Borrowing of Base Rate Loans or be repaid); (iii) prepayments of Eurodollar
     Rate Loans made pursuant to this Section 4.01 may only be made on the last
     day of an Interest Period applicable thereto; (iv) prepayments of Bankers'
     Acceptance Loans may not be made prior to the maturity date of the
     respective Bankers' Acceptances; and (v) each prepayment in respect of any
     Loans made pursuant to a Borrowing shall be applied pro rata among such
     Loans, provided that (x) so long as no Default --- ---- or Event of Default
     is then in existence, at any time when the sum of the aggregate principal
     amount of Company Revolving Loans, Swingline Loans and Letter of Credit
     Outstandings exceeds the Total Non-Canadian Sub-Commitment (with the amount
     of such excess being herein called the "Total Non-Canadian Sub-Commitment
     Excess"), the Company may, to the extent of such Total Non-Canadian
     Sub-Commitment Excess, make prepayments of principal of Company Revolving
     Loans to the Banks which have, or have Affiliates that have, Canadian
     Sub-Commitments on the basis of their Canadian Percentages (with the
     Company to designate the Borrowing or Borrowings, or portions thereof,
     being prepaid), with the intent of creating availability for



                                     - 32 -
<PAGE>


     subsequent Canadian Borrower Revolving Loans and (y) at the respective
     Borrower's election in connection with any prepayment pursuant to this

     Section 4.01, any prepayment in respect of Revolving Loans shall not be
     applied to any Revolving Loan of a Defaulting Bank.

          4.02 Mandatory Repayments and Commitment Reductions. (a) (i) On any
     day on which the sum of the aggregate outstanding principal amount of the
     Revolving Loans (for this purpose, using the Dollar Equivalent of the
     outstanding principal or Face Amount, as the case may be, thereof in the
     case of outstanding Canadian Dollar Revolving Loans) made by Non-Defaulting
     Banks, Swingline Loans and the Letter of Credit Outstandings exceeds the
     Adjusted Total Commitment as then in effect, the Company shall prepay
     principal of Swingline Loans and, after the Swingline Loans have been
     repaid in full, the Company shall repay the principal of outstanding
     Company Revolving Loans and/or the Canadian Borrower shall repay the
     principal of outstanding Canadian Borrower Revolving Loans other than
     Bankers' Acceptance Loans where the underlying Bankers' Acceptances have
     not yet matured (with such repayment of Revolving Loans to be allocated
     between Company Revolving Loans and Canadian Borrower Revolving Loans as
     the Borrowers may elect) in an amount equal to such excess. If, after
     giving effect to the prepayment of all outstanding Swingline Loans and
     Revolving Loans (other than Bankers' Acceptance Loans as referenced in the
     immediately preceding sentence) of Non-Defaulting Banks, the sum of the
     outstanding Bankers' Acceptance Loans of Non-Defaulting Banks (for this
     purpose, using the Dollar Equivalent of the Face Amounts thereof) and
     Letter of Credit Outstandings exceed the Adjusted Total Commitment then in
     effect, (i) an amount equal to the lesser of such excess and the then
     outstanding Face Amount of all Bankers' Acceptances shall be deposited by
     the Canadian Borrower with the Administrative Agent to cash collateralize
     Bankers' Acceptances in substantially the same manner as provided in clause
     (j) of Schedule XI and (ii) to the extent such excess exceeds the amount
     applied pursuant to preceding clause (i), the Company shall pay to the
     Administrative Agent at the Payment Office on such date an amount of cash
     or Cash Equivalents equal to the amount of such excess (less the amount
     applied pursuant to preceding clause (i)) (up to a maximum



                                     - 33 -
<PAGE>


     amount equal to the Letter of Credit Outstandings at such time), such cash
     or Cash Equivalents to be held as security for all obligations of the
     Company to the Non-Defaulting Banks hereunder in a cash collateral account
     (which shall permit the investment of funds held therein in Cash
     Equivalents satisfactory to the Administrative Agent, with remittances of
     excess funds (including investment income), if any, on deposit in said cash
     collateral account to be made from time to time, so long as no Event of
     Default then exists, on a basis satisfactory to the Administrative Agent)
     to be established by the Administrative Agent.

          (ii) On any day on which the aggregate outstanding principal amount of
     the Revolving Loans (for this purpose, using the Dollar Equivalent of the
     outstanding principal or Face Amount, as the case may be, of outstanding
     Canadian Dollar Revolving Loans) made by any Defaulting Bank exceeds the

     Commitment of such Defaulting Bank, the Company or the Canadian Borrower,
     as the case may be, shall prepay principal of Revolving Loans of such
     Defaulting Bank in an amount equal to such excess.

          (iii) On any day on which the aggregate outstanding principal amount
     of Canadian Borrower Revolving Loans (for this purpose, using the Dollar
     Equivalent of the outstanding principal or Face Amount, as the case may be,
     of outstanding Canadian Dollar Revolving Loans) exceeds the Canadian
     Borrower Percentage as then in effect of the Total Canadian Sub-Commitment
     as then in effect, the Canadian Borrower shall repay on such day principal
     of outstanding Canadian Borrower Revolving Loans (other than Bankers'
     Acceptance Loans prior to the maturity of the related Bankers' Acceptances)
     in an amount equal to such excess. If, after giving effect to the
     prepayment in full of all outstanding Canadian Borrower Revolving Loans
     other than the Bankers' Acceptance Loans referenced in the immediately
     preceding sentence, the aggregate outstanding Face Amount of Bankers'
     Acceptance Loans exceeds the Canadian Borrower Percentage as then in effect
     of the Total Canadian Sub-Commitment as then in effect, the Canadian
     Borrower shall pay to the Administrative Agent (or Canadian Paying Agent)
     at the relevant Payment Office on such date an amount of cash or Cash
     Equivalents equal to the amount of such excess, such



                                     - 34 -
<PAGE>


     cash or Cash Equivalents to be held as security for the obligations of the
     Canadian Borrower hereunder on substantially the same basis as contemplated
     by clause (j) of Schedule XI. The payments required by preceding clause
     (iii) shall be without duplication of payments required to be made pursuant
     to Sections 4.02(a)(i) and (ii).

          (iv) On any day on which the aggregate outstanding principal amount of
     Company Revolving Loans and Swingline Loans and the amount of Letter of
     Credit Outstandings exceeds an amount equal to (x) the Total Commitment as
     then in effect less (y) the Canadian Borrower Percentage as then in effect
     of the Total Canadian Sub-Commitment as then in effect, the Company shall
     repay on such day principal of outstanding Company Revolving Loans and/or
     Swingline Loans in an amount equal to such excess. If, after giving effect
     to the prepayment in full of all outstanding Company Revolving Loans and
     Swingline Loans, the aggregate amount of Letter of Credit Outstandings at
     such time exceeds an amount equal to (x) the Total Commitment as then in
     effect less (y) the Canadian Borrower Percentage as then in effect of the
     Total Canadian Sub-Commitment as then in effect, the Company shall pay to
     the Administrative Agent at the relevant Payment Office on such date an
     amount of cash or Cash Equivalents equal to the amount of such excess, such
     cash or Cash Equivalents to be held as security for the obligations of the
     Company hereunder on substantially the same basis as contemplated by clause
     (i) above. The payments required by preceding clause (iv) shall be without
     duplication of payments required to be made pursuant to Sections 4.02(a)(i)
     and (ii).


          (b) With respect to each repayment of Loans required by this Section
     4.02, the respective Borrower may designate the Types of Loans of the
     respective Tranche which are to be repaid and, in the case of Eurodollar
     Rate Loans and Bankers' Acceptance Loans, the specific Borrowing or
     Borrowings pursuant to which made; provided that: (i) repayments of
     Eurodollar Rate Loans by either Borrower pursuant to this Section 4.02 may
     only be made on the last day of an Interest Period applicable thereto
     unless all Eurodollar Rate Loans to such Borrower with Interest Periods
     ending on such date of required repayment and all Base Rate



                                     - 35 -
<PAGE>


     Loans to such Borrower and, in the case of the Canadian Borrower, all
     Canadian Prime Rate Loans have been paid in full; (ii) if any repayment of
     Eurodollar Rate Loans made pursuant to a single Borrowing shall reduce the
     outstanding Loans made pursuant to such Borrowing to an amount less than
     $5,000,000, such Borrowing shall immediately be converted into Base Rate
     Loans; (iii) each repayment of any Loans made pursuant to a Borrowing shall
     be applied pro rata among such Loans; (iv) notwithstanding the provisions
     of the preceding clause (iii), no prepayment of Revolving Loans made
     pursuant to Section 4.02(a)(i) shall be applied to the Revolving Loans of
     any Defaulting Bank and prepayments pursuant to Section 4.02(a)(ii) shall
     only be applied to the Revolving Loans of the respective Defaulting Bank;
     and (v) no repayment of Bankers' Acceptance Loans may be made prior to the
     maturity date of the related Bankers' Acceptances. In the absence of a
     designation by the respective Borrower as described in the preceding
     sentence, the Administrative Agent shall, subject to the above, make such
     designation in its sole discretion.

          (c) Notwithstanding anything to the contrary contained elsewhere in
     this Agreement, all then outstanding Loans shall be repaid in full on the
     Final Maturity Date.

          4.03 Method and Place of Payment. Except as otherwise specifically
     provided herein, all payments under this Agreement or any Note shall be
     made to the relevant Paying Agent for the account of the Bank or Banks
     entitled thereto not later than 12:00 Noon (New York time) on the date when
     due and shall be made in immediately available funds at the respective
     Payment Office, with all such payments to be made (x) in all cases not
     expressly covered by following clause (y), in Dollars and (y) in Canadian
     Dollars in cases where the respective payment is made in respect of (i)
     principal of, or Face Amount of, as the case may be, or interest on
     Canadian Dollar Revolving Loans or (ii) any increased costs, indemnities or
     other amounts owing with respect to Canadian Dollar Revolving Loans (or
     Commitments relating thereto) to the extent the respective Bank which is
     charging same denominates the amounts owing in Canadian Dollars. Whenever
     any payment to be made hereunder or under any Note shall be stated to be
     due on a day which is not a Business




                                     - 36 -
<PAGE>


     Day, the due date thereof shall be extended to the next succeeding Business
     Day and, with respect to payments of principal, interest shall be payable
     at the applicable rate during such extension.

          4.04 Net Payments. (a) All payments made by each Borrower hereunder or
     under any Note will be made without setoff, counterclaim or other defense.
     Except as provided in Section 4.04(b), all such payments will be made free
     and clear of, and without deduction or withholding for, any present or
     future taxes, levies, imposts, duties, fees, assessments or other charges
     of whatever nature now or hereafter imposed by any jurisdiction or by any
     political subdivision or taxing authority thereof or therein with respect
     to such payments (but excluding, except as provided in the second
     succeeding sentence, any tax imposed on or measured by the net income or
     net profits of a Bank pursuant to the laws of the jurisdiction in which it
     is organized or the jurisdiction in which the principal office or
     applicable lending office of such Bank is located or any subdivision
     thereof or therein) and all interest, penalties or similar liabilities with
     respect to such non-excluded taxes, levies, imposts, duties, fees,
     assessments or other charges (all such non-excluded taxes, levies, imposts,
     duties, fees, assessments or other charges being referred to collectively
     as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower
     agrees to pay the full amount of such Taxes, and such additional amounts as
     may be necessary so that every payment of all amounts due under this
     Agreement or under any Note, after withholding or deduction for or on
     account of any Taxes, will not be less than the amount provided for herein
     or in such Note. If any amounts are payable in respect of Taxes pursuant to
     the preceding sentence, the respective Borrower agrees to reimburse each
     Bank, upon the written request of such Bank, for taxes imposed on or
     measured by the net income or net profits of such Bank pursuant to the laws
     of the jurisdiction in which such Bank is organized or in which the
     principal office or applicable lending office of such Bank is located or
     under the laws of any political subdivision or taxing authority of any such
     jurisdiction in which such Bank is organized or in which the principal
     office or applicable lending office of such Bank is located and for any
     withholding of taxes as such Bank shall determine are payable by,



                                     - 37 -
<PAGE>


     or withheld from, such Bank, in respect of such amounts so paid to or on
     behalf of such Bank pursuant to the preceding sentence and in respect of
     any amounts paid to or on behalf of such Bank pursuant to this sentence.
     The respective Borrower will furnish to the Administrative Agent within 45
     days after the date the payment of any Taxes is due pursuant to applicable
     law certified copies of tax receipts evidencing such payment by the
     respective Borrower. Each Borrower agrees to indemnify and hold harmless

     each Bank, and reimburse such Bank upon its written request, for the amount
     of any Taxes so levied or imposed and paid by such Bank.

          (b) Each Bank that is not a United States person (as such term is
     defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax
     purposes and that makes Loans to the Company agrees to deliver to the
     Company and the Administrative Agent on or prior to the Restatement
     Effective Date, or in the case of a Bank that is an assignee or transferee
     of an interest under this Agreement pursuant to Section 1.12 or 13.04
     (unless the respective Bank was already a Bank hereunder immediately prior
     to such assignment or transfer), on the date of such assignment or transfer
     to such Bank, (i) two accurate and complete original signed copies of
     Internal Revenue Service Forms 4224 or 1001 (or successor forms) certifying
     to such Bank's entitlement as of such date to a complete exemption from
     United States withholding tax with respect to payments to be made by the
     Company under this Agreement and under any Note, or (ii) if the Bank is not
     a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot
     deliver either Internal Revenue Service Form 1001 or 4224 pursuant to
     clause (i) above, (x) a certificate substantially in the form of Exhibit D
     (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two
     accurate and complete original signed copies of Internal Revenue Service
     Form W-8 (or successor form) certifying to such Bank's entitlement to a
     complete exemption from United States withholding tax with respect to
     payments of interest to be made by the Company under this Agreement and
     under any Note. In addition, each Bank agrees that from time to time after
     the Restatement Effective Date, when a lapse in time or change in
     circumstances renders the previous certification obsolete or inaccurate in
     any material



                                     - 38 -
<PAGE>


     respect or upon reasonable written request of Company, it will deliver to
     the Company and the Administrative Agent two new accurate and complete
     original signed copies of Internal Revenue Service Form 4224 or 1001, or
     Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and
     such other forms as may be required in order to confirm or establish the
     entitlement of such Bank to a continued exemption from or reduction in
     United States withholding tax with respect to payments by the Company under
     this Agreement and any Note, or it shall immediately notify the Company and
     the Administrative Agent of its inability to deliver any such Form or
     Certificate, in which case such Bank shall not be required to deliver any
     such Form or Certificate pursuant to this Section 4.04(b). Notwithstanding
     anything to the contrary contained in Section 4.04(a), but subject to
     Section 13.04(b) and the immediately succeeding sentence, (x) the Company
     shall be entitled, to the extent it is required to do so by law, to deduct
     or withhold income or similar taxes imposed by the United States (or any
     political subdivision or taxing authority thereof or therein) from
     interest, Fees or other amounts payable by the Company hereunder for the
     account of any Bank which is not a United States person (as such term is
     defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax

     purposes to the extent that such Bank has not provided to the Company U.S.
     Internal Revenue Service forms, certificates or documentation that
     establish a complete exemption from such deduction or withholding and (y)
     except with respect to payments required to be made by the Company pursuant
     to Section 14 hereof, the Company shall not be obligated pursuant to
     Section 4.04(a) hereof to gross-up payments to be made to a Bank in respect
     of income or similar taxes imposed by the United States if (I) such Bank
     has not provided to the Company the Internal Revenue Service Forms required
     to be provided to the Company pursuant to this Section 4.04(b) or (II) in
     the case of a payment, other than interest, to a Bank described in clause
     (ii) above, to the extent that such Forms do not establish a complete
     exemption from withholding of such taxes. Notwithstanding anything to the
     contrary contained in the preceding sentence or elsewhere in this Section
     4.04 and except as set forth in Section 13.04(b), the Company agrees to pay
     any additional amounts and to indemnify each Bank in the manner set forth
     in Section 4.04(a)



                                     - 39 -
<PAGE>


     (without regard to the identity of the jurisdiction requiring the deduction
     or withholding) in respect of any Taxes deducted or withheld by it as
     described in the immediately preceding sentence as a result of any changes
     that are effective after the Restatement Effective Date in any applicable
     law, treaty, governmental rule, regulation, guideline or order, or in the
     interpretation thereof, relating to the deducting or withholding of such
     Taxes.

          (c) If any Borrower pays any additional amount under this Section 4.04
     to a Bank and such Bank determines in its sole discretion that it has
     actually received in connection therewith any refund of Tax in or with
     respect to the taxable year in which the additional amount is paid, such
     Bank shall pay to such Borrower an amount that the Bank shall, in its sole
     discretion, determine is equal to the net benefit, after tax, which was
     obtained by the Bank in such year as a consequence of such refund."

     7. Section 6 of the Credit Agreement is hereby amended by deleting the text
"the Company" in the final paragraph of said Section and inserting in lieu
thereof the text "each Borrower."

     8. Section 7 of the Credit Agreement is hereby amended by deleting the text
"the Company" appearing in the introductory paragraph therein and inserting lieu
thereof the text "each Borrower".

     9. Section 7.08(a)(ii) of the Credit Agreement is hereby amended by (i)
inserting the text "by the respective Borrower" immediately after the text
"shall be used" appearing therein and (ii) deleting the parenthetical appearing
therein and inserting in lieu thereof the following new parenthetical:

     "(including acquisitions and, in the case of the Canadian Borrower, the
     payment of dividends or distributions to the Company)".


     10. Section 8.01 of the Credit Agreement is hereby amended by (i) deleting
clause (a) in its entirety and redesignating clauses (b), (c), (d), (e), (f),
(g), (h), (i), (j), (k), (l), and (m) as (a), (b), (c),(d), (e), (f), (g), (h),
(i), (j), (k) and (l), respectively, (ii) deleting the text "8.01(b) or (c)" in
each place it appears in



                                     - 40 -
<PAGE>


Section 8.01(e) and (j) (as so redesignated) and inserting in lieu thereof the
text "8.01(a) or (b)".

     11. Section 8.14 of the Credit Agreement is hereby amended by (i) deleting
the amount "$30,000,000" appearing therein and inserting in lieu thereof the
amount "$60,000,000" and (ii) deleting the amount "$50,000,000" appearing
therein and inserting in lieu thereof the amount "$100,000,000".

     12. Section 8.15 of the Credit Agreement is hereby amended by inserting in
appropriate order the following new clause (h):

          "(h) In the event that the Canadian Borrower at any time owns,
     acquires or establishes any Subsidiary organized under the laws of Canada
     or any province or territory thereof (each a "Canadian Borrower Canadian
     Subsidiary"), the Canadian Borrower shall (within thirty days after the
     Third Amendment Effective Date or, if later, the date of the creation,
     acquisition or establishment of the respective Canadian Borrower Canadian
     Subsidiary) cause each such Canadian Borrower Canadian Subsidiary to
     execute and deliver an unconditional guaranty of all obligations of the
     Canadian Borrower under this Agreement, each of which guaranties shall be
     in form and substance satisfactory to the Administrative Agent (which each
     such guaranty being herein called a "Canadian Guaranty")."

     13. Section 9.01 of the Credit Agreement is hereby amended by (i)
redesignating clause (xxii) in Section 9.01 as clause (xiii) and inserting in
lieu thereof the following new clause (xxii):

     "(xxii) Liens placed on equipment or machinery securing Indebtedness
     incurred pursuant to Section 9.04(xx), provided that the respective Lien
     does not secure any other Indebtedness; and"

and (ii) deleting the references to "(xxi)" and "(xxii)" in Section 9.01(xxiii)
(as so redesignated) and inserting in lieu thereof the references "(xxii)" and
"(xxiii)", respectively.

     14. Section 9.02 of the Credit Agreement as hereby amended by (i) deleting
the word "and" appearing at the



                                     - 41 -

<PAGE>


end of clause (xx), (ii) deleting the period appearing at the end of clause
(xxi) and inserting in lieu thereof the text "; and" and (iii) inserting in the
appropriate order the following new clause (xxii):

          "(xxii) the Company shall be permitted to transfer the assets of its
     Haber Tool division to DM&T, Inc. (d/b/a Danti Tool & Die) so long as DM&T,
     Inc. is both a Domestic Subsidiary and a Subsidiary Guarantor."

     15. Section 9.04 of the Credit Agreement is hereby amended by inserting in
the appropriate order the following new clause (xx):

          "(xx) Indebtedness that is owed to, guaranteed by or otherwise
     subsidized by a federal, provincial or local governmental or
     quasi-governmental authority, in an aggregate principal amount outstanding
     at any one time not in excess of $7,000,000 (or the Canadian Dollar
     Equivalent thereof)."

     16. Section 9.05 of the Credit Agreement is hereby amended by (i) deleting
the amount "$20,000,000" appearing in clause (v) thereof and inserting in lieu
thereof the amount "$60,000,000", (ii) deleting the word "and" appearing at the
end of clause (xix) thereof, (iii) deleting the period appearing at the end of
clause (xx) and inserting in lieu thereof the text "; and" and (iv) inserting in
the appropriate order the following new clause (xxi):

          "(xxi) the Company may make investments in any Wholly-Owned Subsidiary
     of the Company that is both a Domestic Subsidiary and a Subsidiary
     Guarantor."

     17. Section 9.07 of the Credit Agreement is hereby amended by deleting the
table appearing therein and inserting in lieu thereof the following new table:

        "Fiscal Year Ending                    Amount
        -------------------                    ------
         December 31, 1997                  $90 million
         December 31, 1998                  $75 million
         December 31, 1999                  $65 million
         December 31, 2000                  $65 million
         December 31, 2001                  $70 million"

     18. Section 10.01 of the Credit Agreement is hereby amended by (i) deleting
the text "The Company" in 


                                     - 42 -
<PAGE>

said Section and inserting in lieu thereof the text "Any Borrower", (ii)
deleting the text "the Company" in said Section and inserting in lieu thereof
the text "such Borrower" and (iii) inserting the text "or Face Amount of, as the
case may be," immediately after the text "of any principal of" appearing in
clause (i) of said Section.


     19. Section 10.03 of the Credit Agreement is hereby amended by (i) deleting
the text "The Company" in said Section and inserting in lieu thereof the text
"Any Borrower", (ii) deleting the text "the Company" in said Section and
inserting in lieu thereof the text "such Borrower" and (iii) deleting the
Section reference "8.01(g)(i)" in said Section and inserting in lieu thereof the
Section reference "8.01(f)(i)".

     20. Section 10.05 of the Credit Agreement is hereby amended by deleting the
text "or the Company or any "Specified Subsidiary commences any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation" in said Section and inserting in lieu
thereof the new text "or the Company or any Specified Subsidiary commences any
other proceeding (including, without limitation, any plan of compromise or
arrangement or other corporate proceeding involving or affecting its creditors)
under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, bankruptcy, insolvency or liquidation".

     21. The last paragraph of Section 10 of the Credit Agreement is hereby
amended by (i) deleting the text "the Company" appearing in the first proviso
thereof and in the parenthetical appearing in clause (iv) and, in each case,
inserting the text "any Borrower" in lieu thereof, (ii) redesignating clause (v)
as clause (vi) and (iii) inserting the following new clause (v):

     "(v) direct the Canadian Borrower to pay (and the Canadian Borrower agrees
     that upon receipt of such notice, or upon the occurrence of an Event of
     Default specified in Section 10.05 with respect to any Borrower, it will
     pay) to the Administrative Agent all amounts required to be paid pursuant
     to clause (j) of Schedule XI regarding the outstanding Bankers
     Acceptances;".

                                     - 43 -
<PAGE>

     22. Section 11 of the Credit Agreement is hereby amended by inserting the
following new definitions in appropriate alphabetical order:

          "Acceptance Fee" shall mean, in respect of a Bankers' Acceptance, a
     fee calculated on the Face Amount of such Bankers' Acceptance at a rate per
     annum equal to the Applicable Margin that would be payable with respect to
     a Eurodollar Loan drawn on the Drawing Date of such Bankers' Acceptance.
     Acceptance Fees shall be calculated on the basis of the term to maturity of
     the Bankers' Acceptance and a year of 365 days.

          "Adjustment Date" shall have the meaning provided in Section 1.16(b).

          "Aggregate Non-Canadian Exposure" at any time shall mean the aggregate
     principal amount of all Company Revolving Loans and Swingline Loans then
     outstanding and the aggregate amount of all U.S. Letter of Credit
     Outstandings at such time.

          "Applicable Currency" shall mean Dollars or Canadian Dollars, as the
     case may be.


          "BA Discount Proceeds" shall mean, in respect of any Bankers'
     Acceptance to be purchased by a Canadian Bank on any date pursuant to
     Section 1.01 and Schedule XI hereto, 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 dividing:

          (a)  the Face Amount of such Bankers' Acceptance; by

          (b)  the sum of one plus the product of:

               (i)  the Reference Discount Rate (expressed as a decimal)
                    applicable to such Bankers' Acceptance; and

               (ii) a fraction, the numerator of which is the number of days in
                    the term of such Bankers' Acceptance and the denominator of
                    which is 365;



                                     - 44 -
<PAGE>

                    with such product being rounded up or down to the fifth
                    decimal place and .000005 being rounded up.

          "Bankers' Acceptance" means a Draft accepted by a Canadian Bank
     pursuant to Section 1.01 and Schedule XI hereto.

          "Bankers' Acceptance Loans" shall mean the creation and discount of
     Bankers' Acceptances as contemplated in Section 1.01 hereof and Schedule XI
     hereto.

          "Borrowers" shall mean each of the Company and the Canadian Borrower.

          "Canadian Bank" means (i) each Person listed on Part B of Schedule I,
     and (ii) each additional Person that becomes a Canadian Bank party hereto
     in accordance with Section 1.13 and/or 13.04. It is understood and agreed
     that each Canadian Bank shall either be a Bank, or be an affiliate of a
     Bank, with a Commitment pursuant to this Agreement which equals or exceeds
     the Canadian Sub-Commitment of the respective Canadian Bank. A Canadian
     Bank shall cease to be a "Canadian Bank" when it has assigned all of its
     Canadian Sub-Commitments in accordance with Section 1.13 and/or 13.04. For
     purposes of this Agreement, "Bank" includes each Canadian Bank unless the
     context otherwise requires.

          "Canadian Borrower" shall mean Coltec Aerospace Canada Ltd., an
     Ontario corporation.

          "Canadian Borrower Canadian Subsidiary" shall have the meaning
     provided in Section 8.15(h).

          "Canadian Borrower Percentage" at any time shall mean the Canadian
     Borrower Percentage as determined in accordance with Section 1.16(b).


          "Canadian Borrower Revolving Loans" shall mean and include all
     Canadian Dollar Revolving Loans and all Canadian Borrower U.S. Dollar
     Revolving Loans.

          "Canadian Borrower U.S. Dollar Revolving Loan" shall have the meaning
     provided in Section 1.01(a).



                                     - 45 -
<PAGE>

          "Canadian Borrower U.S. Dollar Revolving Note" shall have the meaning
     provided in Section 1.05(a).

          "Canadian Dollar Equivalent" shall mean, at any time for the
     determination thereof, the amount of Canadian Dollars which could be
     purchased with the amount of Dollars involved in such computation at the
     spot rate of exchange therefor as quoted by the Canadian Paying Agent as of
     11:00 A.M. (New York time) on the date two Business Days prior to the date
     of any determination thereof for purchase on such date.

          "Canadian Dollars" and "Cdn" shall mean freely transferable lawful
     money of Canada.

          "Canadian Dollar Revolving Loan" shall have the meaning provided in
     Section 1.01(a).

          "Canadian Dollar Revolving Note" shall have the meaning provided in
     Section 1.05(a).

          "Canadian Guaranteed Obligations" shall mean the principal and
     interest on each Revolving Note issued by the Canadian Borrower to any Bank
     or Canadian Bank, and all Canadian Borrower Revolving Loans made under this
     Agreement, together with all the other obligations (including obligations
     which, but for any automatic stay under Section 362(a) of the Bankruptcy
     Code, or any other stay under applicable law, would become due) and
     liabilities (including, without limitation, indemnities, fees and interest
     thereon) of the Canadian Borrower to each Bank, each Canadian Bank, the
     Agents and the Collateral Agent now existing or hereafter incurred under,
     arising out of or in connection with this Agreement or any other Credit
     Document and the due performance and compliance with all the terms,
     conditions and agreements contained in the Credit Documents by the Canadian
     Borrower.

          "Canadian Guaranty" shall have the meaning provided in Section
     8.15(h).

          "Canadian Paying Agent" shall have the meaning provided in Section
     1.15.

          "Canadian Percentage" of any Canadian Bank at any time shall mean a
     fraction (expressed as a percentage) the numerator of which is the Canadian
     Sub-Commitment 



                                     - 46 -
<PAGE>

     of such Canadian Bank at such time and the denominator of which is the
     aggregate amount of Canadian Sub-Commitments of all Canadian Banks at such
     time, provided that if the Canadian Percentage of any Canadian Bank is to
     be determined after the Total Commitment has been terminated, then the
     Canadian Percentages of the Canadian Banks shall be determined immediately
     prior (and without giving effect) to such termination.

          "Canadian Prime Rate" means, at any time, the greater of (i) the per
     annum rate of interest quoted, published and commonly known as the "prime
     rate" of the Canadian Paying Agent which the Canadian Paying Agent
     establishes at its main office in Toronto, Ontario as the reference rate of
     interest in order to determine interest rates for loans in Canadian Dollars
     to its Canadian borrowers, adjusted automatically with each quoted or
     published change in such rate, all without the necessity of any notice to
     the Canadian Borrower or any other Person, and (ii) the sum of (x) the
     average of the rates per annum for Canadian Dollar bankers' acceptances
     having a term of 30 days that appears on the Reuters Screen CDOR Page as of
     10:00 a.m. (Toronto time) on the date of determination, as reported by the
     Canadian Paying Agent (and if such screen is not available, any successor
     or similar service as may be selected by the Canadian Paying Agent), and
     (y) 0.75%.

          "Canadian Prime Rate Loans" shall mean any Canadian Dollar Revolving
     Loan designated or deemed designated as such by the Canadian Borrower at
     the time of the incurrence thereof or conversion thereto.

          "Canadian Sub-Commitment" means, as to any Canadian Bank, (i) the
     amount set forth, in Dollars, opposite such Canadian Bank's name in Part B
     of Schedule I directly below the column entitled "Canadian Sub-Commitment",
     as same may be (x) reduced from time to time pursuant to Section 3.02, 3.03
     and/or 10 or (y) adjusted from time to time as a result of assignments to
     or from such Bank pursuant to Section 1.13 or 13.04(b). The Canadian
     Sub-Commitment of each Canadian Bank is a sub-limit of the Commitment of
     the respective Canadian Bank (or its respective Affiliate which is a Bank
     with the related Commitment) and not an additional commitment and, in no
     event, may 


                                     - 47 -
<PAGE>

     exceed at any time the amount of the Commitment of such Canadian Bank (or
     its respective Affiliate which is a Bank with the related Commitment).

          "Company Guaranty" shall mean the guaranty of the Company pursuant to
     Section 14 of this Agreement.

          "Company Percentage" at any time shall mean the Company Percentage as
     determined in accordance with the provisions of Section 1.16(b).


          "Company Revolving Loan" shall have the meaning provided in Section
     1.01(a).

          "Company Revolving Note" shall have the meaning provided in Section
     1.05(a).

          "Dollar Equivalent" of an amount denominated in a currency other than
     Dollars (the "Other Currency") shall mean, at any time for the
     determination thereof, the amount of Dollars which could be purchased with
     the amount of Other Currency involved in such computation at the spot
     exchange rate therefor as quoted by the Administrative Agent as of 11:00
     A.M. (New York time) on the date two Business Days prior to the date of any
     determination thereof for purchase on such date; provided that for purposes
     of (x) determining compliance with Sections 1.01, 2.01 and 4.02(a) and (y)
     calculating Commitment Commission pursuant to Section 3.01(a), the Dollar
     Equivalent of any amounts outstanding in Canadian Dollars shall be revalued
     on a quarterly basis using the spot exchange rate therefor quoted in the
     Wall Street Journal on the last Business Day of each calendar quarter;
     provided, however, that the Administrative Agent may revalue the Dollar
     Equivalent of any such amounts outstanding in Canadian Dollars described in
     the preceding proviso of this definition at any time, at its sole
     discretion or at the direction of the Required Banks, when the Dollar
     Equivalent of the aggregate principal amount or Face Amount, as the case
     may be, of all Canadian Dollar Revolving Loans outstanding on the date of
     any revaluation pursuant to this proviso would change by at least 5% of the
     Total Canadian Sub-Commitment at such time as a result of the revaluation
     made pursuant to this proviso.



                                     - 48 -
<PAGE>

          "Dollar Loan" shall mean each Dollar Revolving Loan and each Swingline
     Loan.

          "Dollar Revolving Loans" shall mean each Base Rate Loan and each
     Eurodollar Rate Loan.

          "Dollar Revolving Note" shall have the meaning provided in Section
     1.05(a).

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

          "Drawing Date" means any Business Day fixed pursuant to Schedule XI
     for the creation and purchase of Bankers' Acceptances by a Canadian Bank
     pursuant to Schedule XI.

          "Face Amount" means, in respect of a Bankers' Acceptance, the amount

     payable to the holder thereof on its maturity. The Face Amount of any
     Bankers' Acceptance Loan shall be equal to the Face Amounts of the
     underlying Bankers' Acceptances.

          "Guaranteed Creditors" shall mean and include each Bank, each Canadian
     Bank, the Agents and the Collateral Agent.

          "Judgment Currency" shall have the meaning provided in Section
     13.21(a).

          "Judgment Currency Conversion Date" shall have the meaning provided in
     Section 13.21(a).

          "Non-Canadian Sub-Commitment" means, for any Bank at any time, such
     Bank's Commitment minus, in the case of a Bank that is, or whose Affiliate
     is, a Canadian Bank, such Bank's or such Affiliate's Canadian
     Sub-Commitment.

          "Obligation Currency" shall have the meaning provided in Section
     13.21(a).



                                     - 49 -
<PAGE>

          "Over-Allotted Lender" shall have the meaning provided in clause (e)
     of Schedule XI.

          "Paying Agent" shall mean (i) in respect of Company Revolving Loans,
     Letters of Credit, Fees (other than Acceptance Fees) and, except as
     provided in clause (ii) below, all other amounts owing under this Agreement
     and the other Credit Documents, the Administrative Agent and (ii) in the
     case of Canadian Borrower Revolving Loans, the Canadian Paying Agent.

          "Reference Discount Rate" means, in respect of any Bankers'
     Acceptances to be purchased by a Canadian Bank pursuant to Section 1.01 and
     Schedule XI hereto, the arithmetic average of the discount rates
     (calculated on an annual basis and rounded to the nearest one-hundredth of
     1%, with five-thousandths of 1% being rounded up) quoted by each Reference
     Lender at 10:00 a.m. (Toronto time) as the discount rate at which such
     Reference Lender would purchase, on the relevant Drawing Date, its own
     bankers' acceptances having an aggregate Face Amount equal to and with a
     term to maturity the same as the Bankers' Acceptances to be acquired by
     such Canadian Bank on such Drawing Date.

          "Reference Lenders" means in respect of Bankers' Acceptances,
     collectively, BT Bank of Canada and Bank of Montreal; and "Reference
     Lender" means any one of them, as the context requires.

          "Revolving Note" shall mean and include each Company Revolving Note,
     each Canadian Dollar Revolving Note and each Canadian Borrower U.S. Dollar
     Revolving Note.


          "RL Percentage" of any Bank at any time shall mean a fraction
     (expressed as a percentage) the numerator of which is the Non-Canadian
     Sub-Commitment of such Bank at such time and the denominator of which is
     the aggregate amount of Non-Canadian Sub-Commitments of all Banks at such
     time, or, in the case of a Bank that is, or whose Affiliate is, a Canadian
     Bank, at any time when (and then only to the extent that) the Aggregate
     Non-Canadian Exposure equals or exceeds the aggregate of the Non-Canadian
     Sub-Commitments, such Bank's or such Affiliate's Canadian Percentage.
     Notwithstanding anything to the contrary


                                     - 50 -
<PAGE>

     contained above, if the RL Percentage of any Bank is to be determined after
     the Total Commitment has been terminated, then the RL Percentages of the
     Banks shall be determined immediately prior (and without giving effect) to
     such termination (and without giving effect to the termination of the
     Non-Canadian Sub-Commitments).

          "Third Amendment" shall mean the Third Amendment, dated as of December
     18, 1997, to this Agreement.

          "Third Amendment Effective Date" shall mean the date the Third
     Amendment becomes effective in accordance with its terms.

          "Total Canadian Sub-Commitment" at any time shall mean the sum of the
     Canadian Sub-Commitments of all the Canadian Banks; provided that at no
     time shall the Total Canadian Sub-Commitment exceed the Total Commitment as
     then in effect.

          "Total Non-Canadian Sub-Commitment" at any time shall mean the sum of
     the Non-Canadian Sub-Commitments of all the Banks; provided that at no time
     shall the Total Non-Canadian Sub-Commitment exceed the Total Commitment as
     then in effect.

          "Total Non-Canadian Sub-Commitment Excess" shall have the meaning
     provided in Section 4.01.

     23. The definition of "Additional Permitted Acquisition Amount" appearing
in Section 11 of the Credit Agreement is hereby amended by deleting the numbers
"25", "33", "39" and "45" in said Section and inserting in lieu thereof the
numbers "35", "40", "50" and "50", respectively.

     24. The definition of "Adjusted Percentage" appearing in Section 11 of the
Credit Agreement is hereby amended by deleting such definition in its entirety
and inserting in lieu thereof the following new definition:

          "Adjusted Percentage" shall mean (x) at a time when no Bank Default
     exists, for each Bank such Bank's RL Percentage and (y) at a time when a
     Bank Default exists (i) for each Bank that is a Defaulting Bank, zero and
     (ii) for each Bank that is a Non-Defaulting Bank, such Bank's RL Percentage
     as same would be determined if the Commitments (and Non-Canadian
     Sub-



                                     - 51 -
<PAGE>

     Commitments and Canadian Sub-Commitments ) of all Defaulting Banks did not
     exist and as if the Total Commitment (and Total Non-Canadian Sub-Commitment
     and Total Canadian Sub-Commitment) were reduced thereby; provided that (A)
     no Bank's Adjusted Percentage shall change upon the occurrence of a Bank
     Default from that in effect immediately prior to such Bank Default if after
     giving effect to such Bank Default, and any repayment of Revolving Loans
     and Swingline Loans at such time pursuant to Section 4.02(a) or otherwise,
     the sum of (i) the aggregate outstanding principal amount of Revolving
     Loans of all Non-Defaulting Banks (for this purpose, using the Dollar
     Equivalent of the outstanding principal amount or Face Amount, as the case
     may be, of all Canadian Dollar Revolving Loans) plus (ii) the aggregate
     principal amount of Swingline Loans plus (iii) the Letter of Credit
     Outstandings, would exceed the Adjusted Total Commitment; (B) the changes
     to the Adjusted Percentage that would have become effective upon the
     occurrence of a Bank Default but that did not become effective as a result
     of the preceding clause (A) shall become effective on the first date after
     the occurrence of the relevant Bank Default on which the sum of (i) the
     aggregate outstanding principal amount of the Revolving Loans of all
     Non-Defaulting Banks (for this purpose, using the Dollar Equivalent of the
     outstanding principal amount or Face Amount, as the case may be, of all
     Canadian Dollar Revolving Loans) plus (ii) the aggregate outstanding
     principal amount of the Swingline Loans plus (iii) the Letter of Credit
     Outstandings is equal to or less than the Adjusted Total Commitment; and
     (C) if (i) a Non-Defaulting Bank's Adjusted Percentage is changed pursuant
     to the preceding clause (B) and (ii) any repayment of such Bank's Revolving
     Loans, or of Unpaid Drawings with respect to Letters of Credit or of
     Swingline Loans, that were made during the period commencing after the date
     of the relevant Bank Default and ending on the date of such change to its
     Adjusted Percentage must be returned to either Borrower as a preferential
     or similar payment in any bankruptcy or similar proceeding of either
     Borrower, then the change to such Non-Defaulting Bank's Adjusted Percentage
     effected pursuant to said clause (B) shall be reduced to that positive
     change, if any, as would have been made to its Adjusted Percentage if (x)
     such repayments had not been made and (y) the maximum change to its
     Adjusted Percentage would have resulted in the sum of 


                                     - 52 -
<PAGE>

     the outstanding principal of Revolving Loans made by such Bank (for this
     purpose, using the Dollar Equivalent of the outstanding principal amount or
     Face Amount, as the case may be, of all Canadian Dollar Revolving Loans)
     plus such Bank's new Adjusted Percentage of the outstanding principal
     amount of Swingline Loans and Letter of Credit Outstandings equalling such
     Bank's Commitment at such time.

     25. The definition of "Agent" appearing in Section 11 of the Credit
Agreement is hereby amended by deleting said definition in its entirety and

inserting in lieu thereof the following new definition:

          "Agent" shall mean any of the Administrative Agent, the Documentation
     Agent, the Syndication Agent and the Canadian Paying Agent.

     26. The definition of "Applicable Commitment Commission Percentage" and
"Applicable Margin" appearing in Section 11 of the Credit Agreement is hereby
amended by deleting said definition in its entirety and inserting in lieu
thereof the following new definition:

          "Applicable Commitment Commission Percentage" and "Applicable Margin"
     shall mean (i) for the period from the Restatement Effective Date to but
     not including the first Start Date after the Restatement Effective Date,
     the percentage per annum set forth below:

       Applicable          Applicable Margin         Applicable Margin
       Commitment                 for                       for
       Percentage           Base Rate Loans        Eurodollar Rate Loans
       ----------           ---------------        ---------------------
         .375%                     0%                      .875%

and (ii) during each Margin Adjustment Period beginning after the Restatement
Effective Date, the percentage per annum set forth below opposite the Leverage
Ratio indicated to have been achieved on the applicable Test Date for such
Margin Adjustment Period (as shown on the respective officer's certificate
delivered pursuant to Section 8.01(e)):




                                     - 53 -
<PAGE>

<TABLE>
<CAPTION>
                                                                           Applicable   
                                                                           Margin for   
                                                       Applicable           Base Rate          Applicable
                                                       Commitment           Loans and          Margin for
                                                       Commission        Canadian Prime     Eurodollar Rate
    Level                Leverage Ratio                Percentage          Rate Loans            Loans
    -----                --------------                ----------          ----------            -----
<S>            <C>                                       <C>                   <C>                <C>  
      1        Less than 2.50:1.00                      0.1875%                0%                0.50%
      2        Greater than or equal to                  0.250%                0%                0.625%
               2.50:1.00 but less than 3.00:1.00                             
      3        Greater than or equal to                  0.250%                0%                0.75%
               3.00:1.00 but less than 3.25:1.00                             
      4        Greater than or equal to                  0.375%                0%                0.875%
               3.25:1.00 but less than 3.75:1.00                             
      5        Greater than or equal to 3.75:1.00        0.375%               .25%               1.25%
</TABLE>

; provided, however, that (i) if by the last day of any Margin Adjustment

Period, the Borrower has failed to deliver the financial statements required to
be delivered pursuant to Section 8.01(a) or (b) (accompanied by the officer's
certificate required by Section 8.01(e) showing the applicable Leverage Ratio on
the relevant Test Date) as at the end of the fiscal quarter or year, as the case
may be, ended immediately prior to such date, the Applicable Commitment
Commission Percentage and Applicable Margin for the immediately succeeding
Margin Adjustment Period shall be computed as if the Leverage Ratio were at
Level 5 until such time, if any, as the financial statements required as set
forth above and the accompanying officer's certificate have been delivered
showing that the Leverage Ratio for the respective Margin Adjustment Period is
at a Level which is less than Level 5 (it being understood that, in the case of
any late delivery of the financial statements and officer's certificate as so
required, the reduced Applicable Commitment Commission Percentage and Applicable
Margin, if any, shall apply only from and after the date of the delivery of the
complying financial statements and officer's certificate). Notwithstanding
anything to the contrary contained above in this definition, at any time 


                                     - 54 -
<PAGE>

that a Default or Event of Default shall exist, the Applicable Commitment
Commission Percentage and the Applicable Margin shall be computed as if the
Leverage Ratio were at Level 5.

     27. The definition of "Bank" appearing in Section 11 of the Credit
Agreement is amended hereby by deleting said definition in its entirety and
inserting in lieu thereof the following new definition:

          "Bank" shall mean each financial institution with a Commitment listed
     on Schedule I (as amended from time to time), as well as any Person which
     becomes a "Bank" hereunder pursuant to Section 1.13 and/or 13.04(b). Unless
     the context otherwise requires, each reference in this Agreement to a Bank
     and in each other Credit Document to a Bank includes each Canadian Bank
     and, if the reference is to a specific Bank which has a Commitment
     hereunder, shall include references to any Affiliate of any Bank which is
     acting as a Canadian Bank.

     28. The definition of "Borrowing" in Section 11 of the Credit Agreement is
hereby amended by deleting said definition in its entirety and inserting in lieu
thereof the following new definition:

          "Borrowing" shall mean the borrowing of one Type of Loan of a single
     Tranche by a single Borrower from all the Banks (or from BTCo in the case
     of Swingline Loans or from all the Canadian Banks in the case of Canadian
     Borrower Revolving Loans) on a given date (or resulting from a conversion
     or conversions on such date) having (x) in the case of Eurodollar Rate
     Loans the same Interest Period and (y) in the case of Bankers' Acceptance
     Loans, having underlying Bankers' Acceptances with the same maturities;
     provided that Base Rate Loans incurred pursuant to Section 1.10(b) shall be
     considered part of the related Borrowing of Eurodollar Rate Loans.

     29. The definition of "Business Day" appearing in Section 11 of the Credit
Agreement is hereby amended by deleting said definition in its entirety and

inserting in lieu thereof the following new definition:

          "Business Day" shall mean (i) for all purposes other than as covered
     by clauses (ii) and (iii) below,


                                     - 55 -
<PAGE>

     any day except Saturday, Sunday and any day which shall be in New York City
     a legal holiday or a day on which banking institutions are authorized or
     required by law or other government action to close and (ii) with respect
     to all notices and determinations in connection with, and payments of
     principal and interest on, Eurodollar Rate Loans, any day which is a
     Business Day described in clause (i) above and which is also a day for
     trading by and between banks in the New York interbank Eurodollar market
     and (iii) with respect to all notices and determinations in connection
     with, and payments of principal and interest on, Canadian Borrower
     Revolving Loans, any day which is a Business Day described in clauses (i)
     and, if relevant, (ii) above and which is also a day which is not a legal
     holiday or a day on which banking institutions are authorized or required
     by law or other government action to close in Toronto, Ontario and, if
     different, in the city where the applicable Payment Office of the
     Administrative Agent or Canadian Paying Agent is located in respect of
     Canadian Borrower Revolving Loans.

     30. The definition of "Credit Party" appearing in Section 11 of the Credit
Agreement is hereby amended by deleting such definition in its entirety and
inserting in lien thereof the following new definition:

          "Credit Party" shall mean the Company, the Canadian Borrower and each
     other Subsidiary of the Company party to any Credit Document.

     31. The definition of "Eurodollar Rate Loan" appearing in Section 11 of the
Credit Agreement is hereby amended by deleting the word "Company" and inserting
in lieu thereby the phrase "respective Borrower".

     32. The definition of "Guaranties" appearing in Section 11 of the Credit
Agreement is hereby amended by deleting said definition in its entirety and
inserting in lieu thereof the following text of a new definition:

          "Guaranties" shall mean (i) the Subsidiaries Guaranty, (ii) each
     Canadian Guaranty (if any) and (iii) the Company Guaranty and each
     additional guaranty executed and delivered pursuant to Section 8.14(b);
     provided that after the date on which any of the foregoing agreements shall
     terminate in accordance 


                                     - 56 -
<PAGE>

     with its terms, such agreement shall cease to constitute a Guaranty
     hereunder.


     33. The definition of "Guarantor" appearing in Section 11 of the Credit
Agreement is hereby amended by deleting such definition in its entirety and
inserting in lieu thereby the following new definition:

          "Guarantor" shall mean the Company and each Subsidiary of the Company
     which executes and delivers a Guaranty.

     34. The definition of "Leverage Ratio" appearing in Section 11 of the
Credit Agreement is hereby amended by deleting the text "EBIDTA" appearing
therein and inserting in lieu thereof the text "EBITDA".

     35. The definition of "Margin Adjustment Period" appearing in Section 11 of
the Credit Agreement is hereby amended by deleting the text "8.01(b) or (c)" in
each place it appears in said Section and inserting in lieu thereof the text
"8.01(a) or (b)".

     36. The definition of "Notice Office" appearing in Section 11 of the Credit
Agreement is hereby amended by deleting such definition in its entirety and
inserting in lieu thereby the following new definition:

          "Notice Office" shall mean the office of the Administrative Agent
     located at 130 Liberty Street, New York, New York 10006, Attention: Mary
     Kay Coyle, or such other office as the Administrative Agent may hereafter
     designate in writing as such to the other parties hereto; provided that in
     the case of Canadian Borrower Revolving Loans, the "Notice Office" shall
     mean the office specified above, with a copy of the respective notice to be
     delivered at the same time as otherwise required pursuant to the terms of
     this Agreement to the office of the Canadian Paying Agent located at First
     Canadian Place, Toronto, Ontario, Canada M5X1A4, Attention: Virginia
     Contreras.

     37. The definition of "Obligations" appearing in Section 11 of the Credit
Agreement is hereby amended by deleting such definition in its entirety and
inserting in lieu thereby the following new definition:



                                     - 57 -
<PAGE>

          "Obligations" shall mean all amounts owing to the Administrative
     Agent, the Documentation Agent, the Syndication Agent, the Canadian Paying
     Agent, the Collateral Agent or any Bank or Canadian Bank pursuant to the
     terms of this Agreement or any other Credit Document.

     38. The definition of "Payment Office" appearing in Section 11 of the
Credit Agreement is hereby amended by deleting said definition in its entirety
and inserting in lieu thereof the following text of a new definition:

          "Payment Office" shall mean (i) in respect of Company Revolving Loans,
     Letters of Credit, Fees (other than Acceptance Fees and, except as provided
     in clause (ii) below, all other amounts owing under this Agreement and the
     other Credit Documents, the office of the Administrative Agent located at
     One Bankers Trust Plaza, New York, New York 10006, and (ii) in the case of

     Canadian Borrower Revolving Loans the office of the Canadian Paying Agent
     located at First Canadian Place, Toronto, Ontario, Canada M5X1A4, or, in
     each case, such other office as the Administrative Agent or Canadian Paying
     Agent, as the case may be, may hereafter designate in writing as such to
     the other parties hereto.

     39. The definition of "Percentage" appearing in Section 11 of the Credit
Agreement is hereby amended by deleting said definition in its entirety.

     40. The definition of "Required Banks" appearing in Section 11 of the
Credit Agreement is hereby amended by deleting said definition in its entirety
and inserting in lieu thereof the following text of a new definition:

          "Required Banks" shall mean Non-Defaulting Banks the sum of whose
     outstanding Commitments (or after the termination thereof, outstanding
     Revolving Loans (for this purpose, using the Dollar Equivalent of the
     outstanding principal amount or Face Amount, as the case may be of all
     Canadian Dollar Revolving Loans) and Adjusted Percentage of outstanding
     Swingline Loans and Letter of Credit Outstandings) represent an amount
     equal to or greater than a majority of the Adjusted Total Commitment (or
     after the termination thereof, the sum of the then total outstanding
     Revolving Loans (for the purpose, using the Dollar Equivalent of the

                                     - 58 -
<PAGE>

     outstanding principal amount or Face Amount, as the case may be, of all
     Canadian Dollar Revolving Loans) of all Non-Defaulting Banks, and the sum
     of the Adjusted Percentages and/or Canadian Adjusted Percentages, as the
     case may be, of all Non-Defaulting Banks of all outstanding Swingline Loans
     and Letter of Credit Outstandings). For purposes of determining Required
     Banks, all outstanding Revolving Loans and Commitments, as the case may be,
     that are denominated in Dollars will be calculated in Dollars and all
     Revolving Loans and Commitments, as the case may be, denominated in
     Canadian Dollar will be calculated according to the Dollar Equivalent
     thereof.

     41. The definition of "Restatement Effective Date" in Section 11 of the
Credit Agreement is hereby amended by deleting said definition in its entirety
and inserting in lieu thereof the following new definition:

          "Restatement Effective Date" shall mean December 18, 1996.

     42. The definition of "Section 8.01(b) or (c) Financial Statements"
appearing in Section 11 of the Credit Agreement is hereby amended by deleting
said definition in its entirety and inserting in lieu thereof the following text
of a new definition:

          "Section 8.01(a) or (b) Financial Statements" shall mean the financial
     statements delivered, or to be delivered, pursuant to Section 8.01(a) or
     (b), together with their accompanying officer's certificate delivered, or
     to be delivered, pursuant to Section 8.01(e).

     43. The definition of "Specified Subsidiary" appearing in Section 11 of the

Credit Agreement is hereby amended by inserting the following text at the end
thereof: "; provided that the Canadian Borrower shall in all cases constitute a
Specified Subsidiary."

     44. The definition of "Stated Amount" appearing in Section 11 of the Credit
Agreement is hereby amended by deleting said definition in its entirety and
inserting in lieu thereof the following text of a new definition:

          "Stated Amount" of each Letter of Credit or Non-Facility Letter of
     Credit shall, at any time, mean the


                                     - 59 -
<PAGE>

     maximum amount available to be drawn thereunder (in each case determined
     without regard to whether any conditions to drawing could then be met).

     45. The definition of "Total Unutilized Commitment" appearing in Section 11
of the Credit Agreement is hereby amended by deleting said definition in its
entirety and inserting in lieu thereof the following text of a new definition:

          "Total Unutilized Commitment" shall mean, at any time, an amount equal
     to the remainder of (x) the then Total Commitment, less (y) the sum of (I)
     the aggregate principal amount of Revolving Loans then outstanding (using
     the Dollar Equivalent of the principal amount or Face Amount, as the case
     may be, thereof in the case of Canadian Dollar Revolving Loans then
     outstanding) plus (II) the aggregate principal amount of Swingline Loans
     then outstanding plus (III) the then aggregate amount of Letter of Credit
     Outstandings.

     46. The definition of "Type" in Section 11 of the Credit Agreement is
hereby amended by (i) deleting the word "or" and inserting in lieu thereof a
comma and (ii) inserting at the end of said definition the following text", a
Canadian Prime Rate Loan or a Bankers' Acceptance Loan".

     47. The definition of "Unutilized Commitment" appearing in Section 11 of
the Credit Agreement is hereby amended by deleting said definition in its
entirety and inserting in lieu thereof the following text of a new definition:

          "Unutilized Commitment" with respect to any Bank, at any time, shall
     mean such Bank's Commitment at such time less the sum of (i) the aggregate
     outstanding principal amount of all Revolving Loans made by such Bank
     (including any Affiliate of any such Bank acting as a Canadian Bank)
     (taking the Dollar Equivalent of the principal amount of Face Amount, as
     the case may be, in the case of any Canadian Dollar Revolving Loans then
     outstanding), and (ii) such Bank's Adjusted Percentage of the Letter of
     Credit Outstandings at such time.



                                     - 60 -
<PAGE>


     48. Section 12.01 of the Credit Agreement is hereby amended by (i) deleting
the text "Bank of America Illinois" appearing therein and inserting in lieu
thereof the text "Bank of America National Trust and Savings Association (as
successor by merger to Bank of America Illinois)", (ii) deleting the word "and"
immediately after the phrase "Documentation Agent" appearing in the first
sentence of Section 12.01 and inserting in lieu thereof a comma, (iii) inserting
the text "and Bank of Montreal as Canadian Paying Agent" immediately after the
phrase "Syndication Agent" appearing in the first sentence of Section 12.01,
(iv) deleting the word "and" immediately after the phrase "Documentation Agent"
appearing in the second sentence in Section 12.01 and inserting in lieu thereof
a comma, (v) inserting the text "and the Canadian Paying Agent" immediately
after the text "Syndication Agent" in each place it appears in the second
sentence of Section 12.01 and (vi) deleting the word "or" immediately after the
phrase "Documentation Agent" where it appears for the second time in the second
sentence of Section 12.01 and inserting in lieu thereof a comma.

     49. Section 12.09 of the Credit Agreement is hereby amended by inserting
the following new clause (g) in appropriate order:

          "(g) The Canadian Paying Agent may resign as provided in Section
     1.15."

     50. Section 13.04(b) of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting in lieu thereof the following text:

     "(b) Notwithstanding the foregoing, any Bank (or any Bank together with one
     or more other Banks) may (x) (A) pledge its Loans and/or Notes hereunder to
     a Federal Reserve Bank in support of borrowings made by such Bank from such
     Federal Reserve Bank or (B) assign all or a portion of its Commitments and
     related outstanding Obligations hereunder to its parent company and/or any
     affiliate of such Bank which is at least 50% owned by such Bank or its
     parent company or to one or more other Banks or (y) assign all, or if less
     than all, a portion equal to at least $5,000,000 in the aggregate for the
     assigning Bank or assigning Banks of such Commitments and related
     outstanding Obligations hereunder to one or more Eligible Transferees, each
     of which assignees shall become a party to this Agreement


                                     - 61 -
<PAGE>

     as a Bank by execution of an Assignment and Assumption Agreement
     (appropriately completed); provided that, (i) the assignment by any Bank
     (or Canadian Bank) of its Canadian Sub-Commitment (or any portion thereof)
     shall constitute the assignment of a like amount of such Bank's (or its
     respective Affiliate's) Commitment, (ii) any assignment of all or any
     portion of the Commitment of any Bank shall be required to be accompanied
     by the assignment of all or such portion of the Canadian Sub-Commitment
     and/or Non-Canadian Sub-Commitment of such Bank (or its respective
     Affiliate) as is equal, in the aggregate, to the amount of the Commitment
     being so assigned, (iii) any assignment of all or any portion of the
     Commitment and related outstanding Obligations (or, if the Commitment has
     terminated, any assignment of Obligations originally extended pursuant to
     the Commitments) shall be made on a basis such that the respective assignee

     participates in Loans, and in Letter of Credit Outstandings, in accordance
     with the Commitment (and Sub-Commitments described above) so assigned (or
     if the Commitment has terminated, on the same basis as participated in by
     the Banks with Commitments (and Sub-Commitments described above) prior to
     the termination thereof), (iv) at such time Schedule I shall be deemed
     modified to reflect the Commitments and Sub-Commitments of such new Bank
     and of the existing Banks (and their respective affiliates), (v) new Notes
     will be issued to such new Bank and to the assigning Bank upon the request
     of such new Bank or assigning Bank, such new Notes to be in conformity with
     the requirements of Section 1.05 to the extent needed to reflect the
     revised Commitments and Sub-Commitments; provided, that the respective
     Borrower shall not be obligated to execute any new Note or replacement Note
     until it has received the original Note or Notes issued by the respective
     Borrower to the assigning Bank or an indemnity with respect to such
     original Notes, which indemnity shall be reasonably satisfactory to the
     respective Borrower, (vi) the consent of the Administrative Agent shall be
     required in connection with any assignment, which consent shall not be
     unreasonably withheld, (vii) the consent of the Company shall be required
     in connection with any assignment, which consent shall not be unreasonably
     withheld and (viii) the Administrative Agent shall receive at the time of
     each such assignment (but not in connection with any pledge to a Federal
     Reserve


                                     - 62 -
<PAGE>

     Bank), from the assigning Bank, the payment of a non-refundable assignment
     fee of $3,500, provided that in the case of an assignment by a Bank to
     another Bank, such assignment fee shall be $1,500. To the extent of any
     assignment pursuant to this Section 13.04(b), the assigning Bank shall be
     relieved of its obligations hereunder with respect to its assigned
     Commitments (and Sub-Commitments). After receipt of notice of any
     assignment pursuant to this Section 13.04(b) the Administrative Agent shall
     give notice thereof to the Company. To the extent that at the time of any
     assignment pursuant to this Section 13.04(b) to a Person not already a Bank
     hereunder, if the Person purchasing such assignment (the "Assignee") would
     be entitled to charge the Company for increased costs under Section 1.10,
     or for the reimbursement of Taxes pursuant to Section 4.04, in either case
     in excess of the aggregate such amounts permitted to be charged by the
     assigning Bank immediately prior to such assignment (which differences may
     arise because of differences between the Assignee and the assigning Bank,
     or because of the different laws, treaties or regulations, or
     interpretations thereof, applicable to such Persons), the Company shall not
     be obligated to pay such excess increased costs or Taxes, it being
     understood and agreed, however, that the Company shall be obligated to pay
     to such Assignee all other increased costs or Taxes which are otherwise
     required to be reimbursed pursuant to said Sections 1.10 and 4.04
     (including, without limitation, all such increased costs or Taxes payable
     as a result of events occurring after the date of the respective
     assignment). At the time of each assignment of any Commitment or an
     interest in Loans made to the Company pursuant to this Section 13.04(b) to
     a Person which is not already a Bank hereunder and which is not a United
     States person (as such term is defined in Section 7701(a)(30) of the Code)

     for Federal income tax purposes, the respective Assignee shall, to the
     extent legally entitled to do so, provide to the Company (x) in the case of
     a Bank described in clause (i) of Section 4.04(b), the forms described in
     such clause (i) and (y) in the case of a Bank described in clause (ii) of
     Section 4.04(b), the forms described in such clause (ii)."

     51. Section 13.05 of the Credit Agreement is hereby amended by deleting the
text "no course of dealing 


                                     - 63 -
<PAGE>

between the Company or any other Credit Party" appearing therein and inserting
in lieu thereof the text "no course of dealing between any Borrower or any other
Credit Party".

     52. Section 13.07 of the Credit Agreement is hereby amended by (i)
inserting the text "(other than Acceptance Fees, which shall be determined as
provided in the definition thereof)" immediately after the word "Fees" the first
place it appears in clause (b)(y) of said Section and (ii) inserting in
appropriate order the following new clause (d):

          "(d) For purposes of the Interest Act (Canada), (i) whenever any
     interest or fee under this Agreement is calculated using a rate based on a
     year of 360 days or 365 days, as the case may be, the rate determined
     pursuant to such calculation, when expressed as an annual rate, is
     equivalent to (x) the applicable rate based on a year of 360 days or 365
     days, as the case may be, (y) multiplied by the actual number of days in
     the calendar year in which the period for which such interest or fee is
     payable (or compounded) ends, and (z) divided by 360 or 365, as the case
     may be; (ii) the principle of deemed reinvestment or interest does not
     apply to any interest calculation under this Agreement; and (iii) the rates
     of interest stipulated in this Agreement are intended to be nominal rates
     and not effective rates or yields."

     53. Section 13.08 of the Credit Agreement is hereby amended by deleting the
text "THE COMPANY" in each place it appears in Section 13.08 and inserting in
lieu thereof the text "EACH BORROWER".

     54. Section 13.10 of the Credit Agreement is hereby amended by deleting the
text of said Section in its entirety and inserting in lieu thereof the following
new text:

     "This Agreement became effective on the Restatement Effective Date."

     55. Section 13.12 of the Credit Agreement is hereby amended by inserting
the text "and 13.04(b)" immediately after the Section reference "Section 1.12"
appearing therein.



                                     - 64 -
<PAGE>


     56. Section 13.14 of the Credit Agreement is hereby amended by (i)
inserting the text "(and not already reflected on Schedule IX)" immediately
after the Section reference "Section 13.14" appearing therein and (ii) deleting
the word "Company" each place it appears therein and inserting in lieu thereof
the word "Borrowers".

     57. Section 13 of the Credit Agreement is hereby further amended by
inserting in appropriate order the following new Sections 13.21, 13.22 and
13.23:

          "13.21 (a) Judgment Currency. The Credit Parties' obligations
     hereunder and under the other Credit Documents to make payments in the
     respective Applicable Currency (the "Obligation Currency") shall not be
     discharged or satisfied by any tender or recovery pursuant to any judgment
     expressed in or converted into any currency other than the Obligation
     Currency, except to the extent that such tender or recovery results in the
     effective receipt by the Administrative Agent, the Collateral Agent or the
     respective Bank of the full amount of the Obligation Currency expressed to
     be payable to the Administrative Agent, the Collateral Agent or such Bank
     under this Agreement or the other Credit Documents. If for the purpose of
     obtaining or enforcing judgment against any Credit Party in any court or in
     any jurisdiction, it becomes necessary to convert into or from any currency
     other than the Obligation Currency (such other currency being hereinafter
     referred to as the "Judgment Currency") an amount due in the Obligation
     Currency, the conversion shall be made at the Canadian Dollar Equivalent or
     the Dollar Equivalent thereof, as the case may be, and, in the case of
     other currencies, the rate of exchange (as quoted by the Administrative
     Agent or if the Administrative Agent does not quote a rate of exchange on
     such currency, by a known dealer in such currency designated by the
     Administrative Agent) determined, in each case, as of the day immediately
     preceding the day on which the judgment is given (such Business Day being
     hereinafter referred to as the "Judgment Currency Conversion Date").

          (b) If there is a change in the rate of exchange prevailing between
     the Judgment Currency Conversion Date and the date of actual payment of the
     amount due, the Borrowers covenant and agree to pay, or cause to be paid,
     such additional amounts, if any (but in any 


                                     - 65 -
<PAGE>

     event not a lesser amount), as may be necessary to ensure that the amount
     paid in the Judgment Currency, when converted at the rate of exchange
     prevailing on the date of payment, will produce the amount of the
     Obligation Currency which could have been purchased with the amount of
     Judgment Currency stipulated in the judgment or judicial award at the rate
     or exchange prevailing on the Judgment Currency Conversion Date.

          (c) For purposes of determining the Canadian Dollar Equivalent or the
     Dollar Equivalent or any other rate of exchange for this Section, such
     amounts shall include any premium and costs payable in connection with the
     purchase of the Obligation Currency.


          13.22 Phase-In Provisions Regarding Loans Outstanding on the Third
     Amendment . The parties hereto acknowledge and agree that, on the Third
     Amendment Effective Date, various Loans were theretofore outstanding
     pursuant to this Agreement from the various Banks, which were made to the
     Company in accordance with the Percentages of the Banks as in effect before
     the effectiveness of the Third Amendment, and which were not based on the
     RL Percentages of the various Banks. The parties hereto hereby agree that,
     notwithstanding anything to the contrary contained elsewhere in this
     Agreement, (i) on the date of the first incurrence of Loans on or after the
     Third Amendment Effective Date, all theretofore outstanding Company
     Revolving Loans then maintained as Base Rate Loans shall be repaid and/or
     reborrowed in such amounts so that, after giving effect thereto, such Base
     Rate Loans are outstanding from the various Banks based upon their RL
     Percentages and (ii) with respect to all Eurodollar Rate Loans which were
     outstanding on the Third Amendment Effective Date, such Loans shall remain
     outstanding until the end of the Interest Period applicable thereto on the
     Third Amendment Effective Date in the amounts made by the Banks pursuant to
     the Agreement (before giving effect to the Third Amendment); provided that
     as Interest Periods expire with respect to such Eurodollar Rate Loans,
     repayments and reborrowings with respect thereto shall be required in such
     amounts so that, with respect to any subsequent Interest Periods applicable
     thereto (or any Base Rate Loans resulting from a Conversion thereof), each
     Bank will make its 


                                     - 66 -
<PAGE>

     portion of the respective Borrowing based upon its RL Percentage as then in
     effect.

          13.23 Acknowledgement and Agreement of Credit Parties. Each of the
     Credit Parties, by executing the Third Amendment or becoming a Credit Party
     after the Third Amendment Effective Date, consents to the extensions of
     credit to the Canadian Borrower pursuant to this Agreement. All such
     extensions of credit, as well as all extensions of credit to the Company,
     (in each case pursuant to this Agreement, as same may be further amended
     from time to time) shall be entitled to all benefits of (and shall be fully
     guaranteed pursuant to) each of the Guaranties and shall be fully secured
     pursuant to, and in accordance with the terms of, the various Security
     Documents."

     58. The Credit Agreement is hereby amended by inserting in appropriate
order the following new Section 14:



                                     - 67 -
<PAGE>

          "SECTION 14. Company Guaranty

          14.01 Company Guaranty. In order to induce the Banks to enter into

     this Agreement and to extend credit to the Canadian Borrower hereunder and
     in recognition of the direct benefits to be received by the Company from
     the proceeds of the Canadian Borrower Revolving Loans, the Company hereby
     agrees with the Banks (which shall include the Canadian Banks) as follows:
     the Company hereby unconditionally and irrevocably guarantees, as primary
     obligor and not merely as surety, the full and prompt payment when due,
     whether upon maturity, acceleration or otherwise, of any and all of the
     Canadian Guaranteed Obligations to the Guaranteed Creditors. If any or all
     of the Canadian Guaranteed Obligations to the Guaranteed Creditors becomes
     due and payable hereunder, the Company unconditionally promises to pay such
     indebtedness to the Guaranteed Creditors, or order, on demand, together
     with any and all expenses which may be incurred by the Guaranteed Creditors
     in collecting any of the Canadian Guaranteed Obligations. If claim is ever
     made upon any Guaranteed Creditor for repayment or recovery of any amount
     or amounts received in payment or on account of any of the Canadian
     Guaranteed Obligations and any of the aforesaid payees repays all or part
     of said amount by reason of (i) any judgment, decree or order of any court
     or administrative body having jurisdiction over such payee or any of its
     property or (ii) any settlement or compromise of any such claim effected by
     such payee with any such claimant (including the Canadian Borrower), then
     and in such event the Company agrees that any such judgment, decree, order,
     settlement or compromise shall be binding upon the Company, notwithstanding
     any revocation of this Company Guaranty or any other instrument evidencing
     any liability of the Canadian Borrower, and the Company shall be and remain
     liable to the aforesaid payees hereunder for the amount so repaid or
     recovered to the same extent as if such amount had never originally been
     received by any such payee.

          14.02 Bankruptcy. Additionally, the Company unconditionally and
     irrevocably guarantees the payment of any and all of the Canadian
     Guaranteed Obligations to the Guaranteed Creditors whether or not due or

                                     - 68 -
<PAGE>

     payable by the Canadian Borrower upon the occurrence of any of the events
     specified in Section 10.05, and unconditionally promises to pay such
     indebtedness to the Guaranteed Creditors, or order, on demand, in the
     Applicable Currency

          14.03 Nature of Liability. The liability of the Company hereunder is
     exclusive and independent of any security for or other guaranty of the
     Canadian Guaranteed Obligations whether executed by the Company, any other
     guarantor or by any other party, and the liability of the Company hereunder
     is not affected or impaired by (a) any direction as to application of
     payment by the Canadian Borrower or by any other party, or (b) any other
     continuing or other guaranty, undertaking or maximum liability of a
     guarantor or of any other party as to the Canadian Guaranteed Obligations,
     or (c) any payment on or in reduction of any such other guaranty or
     undertaking, or (d) any dissolution, termination or increase, decrease or
     change in personnel by the Canadian Borrower, or (e) any payment made to
     the Guaranteed Creditors on the Canadian Guaranteed Obligations which any
     such Guaranteed Creditor repays to the Canadian Borrower pursuant to court
     order in any bankruptcy, insolvency, reorganization, arrangement,

     moratorium or other debtor relief proceeding, and the Company waives any
     right to the deferral or modification of its obligations hereunder by
     reason of any such proceeding.

          14.04 Independent Obligation. The obligations of the Company hereunder
     are independent of the obligations of any other guarantor, any other party
     or the Canadian Borrower, and a separate action or actions may be brought
     and prosecuted against the Company whether or not action is brought against
     any other guarantor, any other party or the Canadian Borrower and whether
     or not any other guarantor, any other party or the Canadian Borrower be
     joined in any such action or actions. The Company waives, to the full
     extent permitted by law, the benefit of any statute of limitations
     affecting its liability hereunder or the enforcement thereof. Any payment
     by the Canadian Borrower or other circumstance which operates to toll any
     statute of limitations as to the Canadian Borrower shall operate to toll
     the statute of limitations as to the Company.



                                     - 69 -
<PAGE>

          14.05 Authorization. The Company authorizes the Guaranteed Creditors
     without notice or demand (except as shall be required by applicable statute
     and cannot be waived), and without affecting or impairing its liability
     hereunder, from time to time to:

          (a) change the manner, place or terms of payment of, and/or change or
     extend the time of payment of, renew, increase, accelerate or alter, any of
     the Canadian Guaranteed Obligations (including any increase or decrease in
     the rate of interest thereon), any security therefor, or any liability
     incurred directly or indirectly in respect thereof, and this Company
     Guaranty made shall apply to the Canadian Guaranteed Obligations as so
     changed, extended, renewed or altered;

          (b) take and hold security for the payment of the Canadian Guaranteed
     Obligations and sell, exchange, release, surrender, realize upon or
     otherwise deal with in any manner and in any order any property by
     whomsoever at any time pledged or mortgaged to secure, or howsoever
     securing, the Canadian Guaranteed Obligations or any liabilities (including
     any of those hereunder) incurred directly or indirectly in respect thereof
     or hereof, and/or any offset thereagainst;

          (c) exercise or refrain from exercising any rights against the
     Canadian Borrower or others or otherwise act or refrain from acting;

          (d) release or substitute any one or more endorses, guarantors, the
     Canadian Borrower or other obligors;

          (e) settle or compromise any of the Canadian Guaranteed Obligations,
     any security therefor or any liability (including any of those hereunder)
     incurred directly or indirectly in respect thereof or hereof, and may
     subordinate the payment of all or any part thereof to the payment of any
     liability (whether due or not) of the Canadian Borrower to its creditors

     other than the Guaranteed Creditors;

          (f) apply any sums by whomsoever paid or howsoever realized to any
     liability or liabilities of 


                                     - 70 -
<PAGE>

     the Canadian Borrower to the Guaranteed Creditors regardless of what
     liability or liabilities of the Canadian Borrower remain unpaid;

          (g) consent to or waive any breach of, or any act, omission or default
     under, this Agreement, any other Credit Document or any of the instruments
     or agreements referred to herein or therein, or otherwise amend, modify or
     supplement this Agreement, any other Credit Document or any of such other
     instruments or agreements; and/or

          (h) take any other action which would, under otherwise applicable
     principles of common law, give rise to a legal or equitable discharge of
     any Company from its liabilities under this Company Guaranty.

          14.06 Reliance. It is not necessary for the Guaranteed Creditors to
     inquire into the capacity or powers of the Canadian Borrower or the
     officers, directors, partners or agents acting or purporting to act on
     their behalf, and any Canadian Guaranteed Obligations made or created in
     reliance upon the professed exercise of such powers shall be guaranteed
     hereunder.

          14.07 Subordination. Upon the occurrence and during the continuance
     of an Event of Default, any of the indebtedness of the Canadian Borrower
     now or hereafter owing to the Company is hereby subordinated to the
     Canadian Guaranteed Obligations owing to the Guaranteed Creditors; and if
     the Administrative Agent so requests at a time when an Event of Default
     exists, all such indebtedness of the Canadian Borrower to the Company shall
     be collected, enforced and received by the Company for the benefit of the
     Guaranteed Creditors and be paid over to the Administrative Agent on behalf
     of the Guaranteed Creditors on account of the Canadian Guaranteed
     Obligations to the Guaranteed Creditors, but without affecting or impairing
     in any manner the liability of any Company under the other provisions of
     this Company Guaranty. Prior to the transfer by any Company of any note or
     negotiable instrument evidencing any of the indebtedness of the Canadian
     Borrower to the Company, the Company shall mark such note or negotiable
     instrument with a legend that the same is subject to this subordination.
     Without limiting the generality of the foregoing, the


                                     - 71 -
<PAGE>

     Company hereby agrees with the Guaranteed Creditors that it will not
     exercise any right of subrogation which it may at any time otherwise have
     as a result of the Company Guaranty (whether contractual, under Section 509
     of the Bankruptcy Code or otherwise) until all Canadian Guaranteed

     Obligations have been irrevocably paid in full in cash.

          14.08 Waiver. (a) The Company waives any right (except as shall be
     required by applicable statute and cannot be waived) to require any
     Guaranteed Creditor to (i) proceed against the Canadian Borrower, any other
     guarantor or any other party, (ii) proceed against or exhaust any security
     held from the Canadian Borrower, any other guarantor or any other party or
     (iii) pursue any other remedy in any Guaranteed Creditor's power
     whatsoever. The Company waives any defense based on or arising out of any
     defense of the Canadian Borrower, any other guarantor or any other party,
     other than payment in full of the Canadian Guaranteed Obligations, based on
     or arising out of the disability of the Canadian Borrower, any other
     guarantor or any other party, or the unenforceability of the Canadian
     Guaranteed Obligations or any part thereof from any cause, or the cessation
     from any cause of the liability of the Canadian Borrower other than payment
     in full of the Canadian Guaranteed Obligations. The Guaranteed Creditors
     may, at their election, foreclose on any security held by the
     Administrative Agent, the Collateral Agent or any other Guaranteed Creditor
     by one or more judicial or nonjudicial sales, whether or not every aspect
     of any such sale is commercially reasonable (to the extent such sale is
     permitted by applicable law), or exercise any other right or remedy the
     Guaranteed Creditors may have against the Canadian Borrower or any other
     party, or any security, without affecting or impairing in any way the
     liability of the Company hereunder except to the extent the Canadian
     Guaranteed Obligations have been paid. The Company waives any defense
     arising out of any such election by the Guaranteed Creditors, even though
     such election operates to impair or extinguish any right of reimbursement
     or subrogation or other right or remedy of the Company against the Canadian
     Borrower or any other party or any security.

          (b) The Company waives all presentments, demands for performance,
     protests and notices, including,


                                     - 72 -
<PAGE>

     without limitation, notices of nonperformance, notices of protest, notices
     of dishonor, notices of acceptance of this Guaranty, and notices of the
     existence, creation or incurring of new or additional Canadian Guaranteed
     Obligations. The Company assumes all responsibility for being and keeping
     itself informed of the Canadian Borrower's financial condition and assets,
     and of all other circumstances bearing upon the risk of nonpayment of the
     Canadian Guaranteed Obligations and the nature, scope and extent of the
     risks which the Company assumes and incurs hereunder, and agrees that the
     Guaranteed Creditors shall have no duty to advise the Company of
     information known to it regarding such circumstances or risks."

     59. The Credit Agreement is hereby amended by deleting Schedules I and IX
thereto in their entirety and by inserting in lieu thereof the new Schedules I
and IX in the form of Schedules I and IX attached hereto.

     60. The Credit Agreement is hereby amended by adding new Schedule XI
thereto in the form attached hereto as Schedule XI.


     61. The Credit Agreement is hereby amended by deleting Exhibits A, B-1 and
H thereto in their entirety and by inserting in lieu thereof new Exhibits A, B-1
and H, respectively, in the forms of the respective such Exhibits attached
hereto.

     62. The Credit Agreement is hereby further amended by inserting new
Exhibits B-3 and B-4 in the forms attached hereto as Exhibits B-3 and B-4,
respectively.



                                     - 73 -
<PAGE>

II.  Amendment to Subsidiaries Guaranty.

     Section 1 of the Subsidiaries Guaranty is hereby amended by, in clause (i)
thereof, deleting the phrase "the Company" in each of the three places it
appears therein and by inserting in lieu thereof (in each such place) the phrase
"each Borrower".

III.  Acknowledgement with respect to Various Credit
      Documents.

     Each Credit Party, by its execution and delivery of a copy of this Third
Amendment, hereby consents to the extension of credit to the Canadian Borrower
pursuant to the Credit Agreement. Each Credit Party further acknowledges and
agrees that all extensions of credit to the Canadian Borrower, as well as all
extensions of credit to the Company, in each case pursuant to the Credit
Agreement (as same is amended by this Amendment, and as same may be further
amended, modified or supplemented from time to time), shall be entitled to all
benefits of (and shall be fully guaranteed pursuant to) each of the Guaranties
and shall be fully secured pursuant to, and in accordance with the terms of, all
the Security Documents.

IV.  Miscellaneous.

     1. In order to induce the Banks to enter into this Amendment, the Company
and the Canadian Borrower hereby represent and warrant that (i) all
representations and warranties contained in Section 7 of the Credit Agreement
are true and correct in all material respects on and as of the Third Amendment
Effective Date and after giving effect to the Amendment (unless such
representations and warranties relate to a specific earlier date, in which case
such representations and warranties shall be true and correct as of such earlier
date) and (ii) there exists no Default or Event of Default on the Third
Amendment Effective Date after giving effect to this Amendment.

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

     3. This Amendment may be executed in any number of counterparts and by the
different parties hereto on 



                                     - 74 -
<PAGE>

separate counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one and the
same instrument. A complete set of counterparts shall be lodged with the Company
and the Administrative Agent.

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

     5. This Amendment shall become effective on the date (the "Third Amendment
Effective Date") when:

          (a) Each Credit Party (including without limitation, the Company, the
     Canadian Borrower and each Subsidiary Guarantor), the Required Banks and
     each Canadian Bank shall have signed a counterpart hereof (whether the same
     or different counterparts) and shall have delivered (including by usage of
     facsimile transmission) the same to the Administrative Agent at its Notice
     Office;

          (b) The Administrative Agent shall have received from U.S. and
     Canadian counsel to the various Credit Parties (each of which counsel shall
     be reasonably satisfactory to the Administrative Agent) opinions, addressed
     to each of the Agents and each of the Banks, in form and substance
     satisfactory to the Administrative Agent, and covering such matters
     incident to this Amendment and the transactions contemplated herein as the
     Administrative Agent and the Required Banks may reasonably request;

          (c) The Administrative Agent shall have received resolutions of the
     Board of Directors of the Canadian Borrower, which resolutions shall be
     certified by the Secretary or any Assistant Secretary of the Canadian
     Borrower and shall authorize the execution, delivery and performance by the
     Canadian Borrower of this Amendment and the consummation of the
     transactions contemplated hereby, and the foregoing shall be reasonably
     acceptable to the Administrative Agent in its reasonable discretion;

          (d) There shall have been delivered to the Administrative Agent for
     the account of each of the 


                                     - 75 -
<PAGE>

     Banks new Notes meeting the requirements of Section 1.05 of the Credit
     Agreement as modified by this Amendment;

          (e) Each Canadian Borrower Canadian Subsidiary, if any, shall have
     authorized, executed and delivered a Canadian Guaranty, in form and
     substance satisfactory to the Administrative Agent.


     6. Promptly following any request from the Administrative Agent (and in any
event within sixty (60) days after receiving any such request) the Company, the
Canadian Borrower and the other Credit Parties shall take such action or actions
as may be reasonably requested by the Administrative Agent to protect and
preserve any security interests created, or intended to be created, pursuant to
the various Security Documents. Without limiting the foregoing, if requested by
the Administrative Agent, the various Credit Parties shall execute and deliver
mortgage amendments, in form and substance satisfactory to the Administrative
Agent, with respect to the various Mortgages, and shall take such of the actions
as specified in Section 5.10 of the Credit Agreement as were taken in connection
with the occurrence of the Restatement Effective Date. It is understood and
agreed by the parties hereto that the provisions of this Section 6 shall
constitute a covenant and agreement for purposes of the Credit Agreement.

     7. From and after the Third Amendment Effective Date, all references in the
Credit Agreement and each of the Credit Documents to the Credit Agreement shall
be deemed to be references to the Credit Agreement as amended hereby.



                                      * * *


                                     - 76 -
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.


                                 COLTEC INDUSTRIES INC


                                 By _______________________________
                                    Title:



                                 COLTEC AEROSPACE CANADA LTD.


                                 By _______________________________
                                    Title:




                                 BANKERS TRUST COMPANY,
                                  Individually and as
                                  Administrative Agent


                                 By _______________________________
                                    Title:



                                 BANK OF AMERICA NATIONAL TRUST 
                                  AND SAVINGS ASSOCIATION
                                  Individually and as
                                  Documentation Agent


                                 By _______________________________
                                    Title:




                                    
<PAGE>


                                 THE CHASE MANHATTAN BANK,
                                  Individually and as
                                  Syndication Agent


                                 By _______________________________
                                    Title:



                                 BANK OF MONTREAL,
                                  Individually and as Canadian
                                  Paying Agent and Canadian
                                  Documentation Agent


                                 By _______________________________
                                    Title:



                                 ALLIED IRISH BANK, PLC,
                                  CAYMAN ISLANDS BRANCH


                                 By _______________________________
                                    Title:




                                 BANK OF IRELAND


                                 By _______________________________
                                    Title:



                                 BANK COMMERCIALE ITALIANA
                                  NEW YORK BRANCH


                                 By _______________________________
                                    Title:

                                 By _______________________________
                                    Title:

<PAGE>


                                 BANK LEUMI TRUST COMPANY
                                  OF NEW YORK


                                 By _______________________________
                                    Title:



                                 THE BANK OF NEW YORK


                                 By _______________________________
                                    Title:



                                 BANK OF SCOTLAND


                                 By _______________________________
                                    Title:



                                 BANK OF TOKYO-MITSUBISHI TRUST
                                  COMPANY


                                 By _______________________________
                                    Title:





<PAGE>


                                 NATEXIS BANQUE BFCE, formerly
                                  BANQUE FRANCAISE
                                  DU COMMERCE EXTERIEUR


                                 By _______________________________
                                    Title:



                                 CIBC INC.


                                 By _______________________________
                                    Title:



                                 COMMERCIAL LOAN FUNDING TRUST I

                                 By Lehman Commercial Paper
                                  Inc.,
not in its individual
                                  capacity but solely as
                                  administrative agent.



                                 By _______________________________
                                    Title:



                                 CORESTATES BANK


                                 By _______________________________
                                    Title:



                                    

<PAGE>

                                 CREDIT LYONNAIS ATLANTA AGENCY


                                 By _______________________________
                                    Title:



                                 CREDIT LYONNAIS NEW YORK
                                  BRANCH


                                 By _______________________________
                                    Title:



                                 THE DAI-ICHI KANGYO BANK, LTD.


                                 By _______________________________
                                    Title:



                                 FIRST UNION NATIONAL BANK
                                  (f/k/a First Union National
                                  Bank of North Carolina)


                                 By _______________________________
                                    Title:



                                 THE FUJI BANK, LIMITED,
                                  ATLANTA AGENCY


                                 By _______________________________
                                    Title:






<PAGE>


                                 ERSTE BANK DER
                                  OESTERREICHISCHEN SPARKASSEN
                                  AG (f/k/a Girocredit Bank AG
                                  Der Sparkassen, Grand Cayman
                                  Island Branch)


                                 By _______________________________
                                    Title:



                                 THE INDUSTRIAL BANK OF JAPAN,
                                  LIMITED


                                 By _______________________________
                                    Title:



                                 LEHMAN COMMERCIAL PAPER INC.


                                 By _______________________________
                                    Title:



                                 LLOYDS BANK PLC


                                 By _______________________________
                                    Title:



                                 MELLON BANK, N.A.


                                 By _______________________________
                                    Title:




<PAGE>


                                 NATIONSBANK, N.A.


                                 By _______________________________
                                    Title:



                                 THE SAKURA BANK, LTD.


                                 By _______________________________
                                    Title:



                                 THE SANWA BANK, LIMITED


                                 By _______________________________
                                    Title:



                                 SOCIETE GENERALE


                                 By _______________________________
                                    Title:



                                 THE SUMITOMO BANK, LIMITED


                                 By _______________________________
                                    Title:


                                 THE TOKAI BANK, LIMITED
                                  NEW YORK BRANCH


                                 By _______________________________
                                    Title:


<PAGE>




                                 WACHOVIA BANK, N.A.


                                 By _______________________________
                                    Title:



<PAGE>



                                 BT BANK OF CANADA


                                 By _______________________________
                                    Title:



                                BANK OF AMERICA CANADA


                                 By _______________________________
                                    Title:



                                 THE CHASE MANHATTAN BANK OF
                                   CANADA


                                 By _______________________________
                                    Title:



                                 CREDIT LYONNAIS CANADA


                                 By _______________________________
                                    Title:



                                 CANADIAN IMPERIAL BANK OF
                                   COMMERCE


                                 By _______________________________
                                    Title:




                                 MELLON BANK CANADA


                                 By _______________________________
                                    Title:


<PAGE>



Acknowledged and agreed:

AMI INDUSTRIES INC.
CII HOLDINGS INC
COLTEC CANADA INC
COLTEC INDUSTRIAL PRODUCTS INC
COLTEC INTERNATIONAL SERVICES CO.
COLTEC NORTH CAROLINA INC.
COLTEC TECHNICAL SERVICES INC
DELAVAN-DELTA INC.
DELAVAN INC (Iowa)
DELAVAN NEWCO INC (Delaware)
DM&T, INC.
GARLOCK INC
GARLOCK INTERNATIONAL INC
GARLOCK OVERSEAS CORPORATION
HOLLEY PERFORMANCE PRODUCTS INC
MENASCO AEROSYSTEMS INC
STEMCO INC
WALBAR INC


By__________________________
  Title:
  On behalf of each of the above
  Subsidiary Guarantors