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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

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               AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT

                           Dated as of August 11, 2005

                                      among

                                LEAR CORPORATION,
                                  LEAR CANADA,
                        THE FOREIGN SUBSIDIARY BORROWERS,

                            The Lenders Party Hereto,

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent,

                                 CITIBANK, N.A.,

                         DEUTSCHE BANK SECURITIES INC.,

                                       and

                            THE BANK OF NOVA SCOTIA,
                            as Documentation Agents,

                            THE BANK OF NOVA SCOTIA,
                        as Canadian Administrative Agent,

                            The Other Agents Named in
                               Schedule VI Hereto

                                       and

                           JPMORGAN CHASE BANK, N.A.,
                         as General Administrative Agent

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

                           J.P. MORGAN SECURITIES INC.
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                  as Joint Lead Arrangers and Joint Bookrunners


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                                TABLE OF CONTENTS



                                                                                                                PAGE
                                                                                                             
SECTION 1.        DEFINITIONS.....................................................................................1
         1.1      Defined Terms...................................................................................1
         1.2      Other Definitional Provisions..................................................................32

SECTION 2.        AMOUNT AND TERMS OF U.S. REVOLVING CREDIT COMMITMENTS AND TERM LOAN COMMITMENTS................32
         2.1      U.S. Revolving Credit Commitments..............................................................32
         2.2      Repayment of U.S. Revolving Credit Loans; Evidence of Debt.....................................33
         2.3      Procedure for U.S. Revolving Credit Borrowing..................................................34
         2.4      Termination or Reduction of U.S. Revolving Credit Commitments..................................34
         2.5      Borrowings of U.S. Revolving Credit Loans and Refunding of Loans...............................34
         2.6      Increase in U.S. Revolving Credit Commitments..................................................37
         2.7      Term Loan Commitments..........................................................................39
         2.8      Procedure for Term Loan Borrowing..............................................................39
         2.9      Repayment of Term Loans; Evidence of Debt......................................................39

SECTION 3.        AMOUNT AND TERMS OF SWING LINE COMMITMENTS.....................................................39
         3.1      Swing Line Commitments.........................................................................39
         3.2      Procedure for Swing Line Borrowings; Interest Rate.............................................40
         3.3      Repayment of Swing Line Loans; Evidence of Debt................................................41
         3.4      Refunding of Swing Line Borrowings.............................................................42
         3.5      Participating Interests........................................................................43

SECTION 4.        AMOUNT AND TERMS OF CAF ADVANCES...............................................................44
         4.1      CAF Advances...................................................................................44
         4.2      Procedure for CAF Advance Borrowing............................................................44
         4.3      CAF Advance Payments...........................................................................47
         4.4      Evidence of Debt...............................................................................47
         4.5      Certain Restrictions...........................................................................48

SECTION 5.        AMOUNT AND TERMS OF THE CANADIAN COMMITMENTS...................................................48
         5.1      Canadian Revolving Credit Commitments..........................................................48
         5.2      Repayment of Canadian Revolving Credit Loans; Evidence of Debt.................................48
         5.3      Procedure for Canadian Revolving Credit Borrowing..............................................49
         5.4      Termination or Reduction of Canadian Revolving Credit Commitments..............................50

SECTION 6.        AMOUNT AND TERMS OF CANADIAN ACCEPTANCE FACILITY...............................................50
         6.1      Acceptance Commitments.........................................................................50
         6.2      Creation of Acceptances........................................................................50
         6.3      Discount of Acceptances........................................................................51
         6.4      Stamping Fees..................................................................................52
         6.5      Acceptance Reimbursement Obligations...........................................................52








                                                                                                                PAGE
                                                                                                             
         6.6      Converting Canadian Revolving Credit Loans to Acceptances and Acceptances
                  to Canadian Revolving Credit Loans.............................................................53
         6.7      Allocation of Acceptances......................................................................54
         6.8      Special Provisions Relating to Acceptance Notes................................................54
         6.9      Existing Acceptances and Acceptance Notes......................................................55

SECTION 7.        AMOUNT AND TERMS OF MULTICURRENCY COMMITMENT...................................................55
         7.1      Multicurrency Commitments......................................................................55
         7.2      Repayment of Multicurrency Loans; Evidence of Debt.............................................55
         7.3      Procedure for Multicurrency Borrowing..........................................................56
         7.4      Termination or Reduction of Multicurrency Commitments..........................................56
         7.5      Redenomination and Alternative Currencies......................................................56

SECTION 8.        LETTERS OF CREDIT..............................................................................56
         8.1      Letters of Credit..............................................................................56
         8.2      Procedure for Issuance of Letters of Credit....................................................57
         8.3      Participating Interests........................................................................58
         8.4      Payments.......................................................................................58
         8.5      Further Assurances.............................................................................59
         8.6      Obligations Absolute...........................................................................59
         8.7      Letter of Credit Application...................................................................60
         8.8      Currency Adjustments...........................................................................60

SECTION 9.        GENERAL PROVISIONS APPLICABLE TO LOANS.........................................................60
         9.1      Interest Rates and Payment Dates...............................................................60
         9.2      Conversion and Continuation Options............................................................61
         9.3      Minimum Amounts of Tranches....................................................................62
         9.4      Optional and Mandatory Prepayments.............................................................62
         9.5      Facility Fees; Other Fees......................................................................64
         9.6      Computation of Interest and Fees...............................................................65
         9.7      Inability to Determine Interest Rate...........................................................66
         9.8      Pro Rata Treatment and Payments................................................................66
         9.9      Illegality.....................................................................................69
         9.10     Requirements of Law............................................................................70
         9.11     Indemnity......................................................................................71
         9.12     Taxes..........................................................................................72
         9.13     Assignment of Commitments Under Certain Circumstances..........................................74
         9.14     Use of Proceeds................................................................................75

SECTION 10.       REPRESENTATIONS AND WARRANTIES.................................................................75
         10.1     Financial Statements...........................................................................75
         10.2     No Change......................................................................................76
         10.3     Existence; Compliance with Law.................................................................76
         10.4     Power; Enforceable Obligations; Authorization..................................................76



                                       ii







                                                                                                                PAGE
                                                                                                             
         10.5     No Legal Bar...................................................................................76
         10.6     No Material Litigation.........................................................................77
         10.7     Taxes..........................................................................................77
         10.8     Securities Law, etc. Compliance................................................................77
         10.9     ERISA..........................................................................................77
         10.10    Investment and Holding Company Status..........................................................77
         10.11    Subsidiaries, etc..............................................................................77
         10.12    Environmental Matters..........................................................................77

SECTION 11.       CONDITIONS PRECEDENT...........................................................................78
         11.1     Conditions to Restatement Date.................................................................78
         11.2     Conditions to Each Extension of Credit.........................................................78

SECTION 12.       AFFIRMATIVE COVENANTS..........................................................................79
         12.1     Financial Statements...........................................................................79
         12.2     Certificates; Other Information................................................................80
         12.3     Existence; Continuation of Business............................................................80
         12.4     Compliance with Laws...........................................................................81
         12.5     Inspection of Property; Books and Records; Discussions.........................................81
         12.6     Notices........................................................................................81
         12.7     Guarantor Supplement...........................................................................81

SECTION 13.       NEGATIVE COVENANTS.............................................................................83
         13.1     Financial Covenants............................................................................83
         13.2     Limitations on Fundamental Changes.............................................................83
         13.3     Limitation on Subsidiary and Secured Indebtedness..............................................84

SECTION 14.       GUARANTEE......................................................................................84
         14.1     Guarantee......................................................................................84
         14.2     No Subrogation.................................................................................85
         14.3     Amendments, etc. with respect to the Obligations; Waiver of Rights.............................85
         14.4     Guarantee Absolute and Unconditional...........................................................85
         14.5     Reinstatement..................................................................................86
         14.6     Payments.......................................................................................86

SECTION 15.       EVENTS OF DEFAULT..............................................................................86

SECTION 16.       THE ADMINISTRATIVE AGENTS, THE DOCUMENTATION AGENT, THE SYNDICATION AGENT,
                  THE SENIOR MANAGING AGENTS, THE MANAGING AGENTS AND THE CO-AGENTS..............................89
         16.1     Appointment....................................................................................89
         16.2     Delegation of Duties...........................................................................89
         16.3     Exculpatory Provisions.........................................................................90
         16.4     Reliance by Administrative Agent...............................................................90



                                      iii







                                                                                                                PAGE
                                                                                                             
         16.5     Notice of Default..............................................................................90
         16.6     Non-Reliance on Administrative Agents and Other Lender.........................................90
         16.7     Indemnification................................................................................91
         16.8     Administrative Agents in their Individual Capacity.............................................91
         16.9     Successor Administrative Agents................................................................92
         16.10    The Documentation Agents, Syndication Agent, Senior Managing Agents,
                  Managing Agents and Co-Agents..................................................................92
         16.11    Intercreditor Agreement........................................................................92

SECTION 17.       MISCELLANEOUS..................................................................................92
         17.1     Amendments and Waivers.........................................................................92
         17.2     Notices........................................................................................94
         17.3     No Waiver; Cumulative Remedies.................................................................96
         17.4     Survival of Representations and Warranties.....................................................96
         17.5     Payment of Expenses and Taxes..................................................................97
         17.6     Successors and Assigns; Participations and Assignments.........................................97
         17.7     Adjustments; Set-Off..........................................................................101
         17.8     Loan Conversion/Participations................................................................102
         17.9     Counterparts..................................................................................103
         17.10    Severability..................................................................................103
         17.11    Integration...................................................................................103
         17.12    GOVERNING LAW.................................................................................103
         17.13    Submission to Jurisdiction; Waivers...........................................................103
         17.14    Acknowledgments...............................................................................104
         17.15    WAIVERS OF JURY TRIAL.........................................................................104
         17.16    Power of Attorney.............................................................................104
         17.17    Release of Security Documents.................................................................104
         17.18    Judgment......................................................................................106
         17.19    Confidentiality...............................................................................106
         17.20    Conflicts.....................................................................................107
         17.21    USA PATRIOT Act Notice........................................................................107



                                       iv







                 
SCHEDULES:

     I                 Commitments; Addresses
     II                Foreign Subsidiary Borrowers
     III               Administrative Schedule
     IV                Disclosed Matters
     V                 Subsidiaries
     VI                Agents
     VII               Initial Pledged Stock

EXHIBITS:

     A-1             Form of U.S. Revolving Credit Note
     A-2             Form of Term Note
     B               Form of Canadian Revolving Credit Note
     C               Form of Draft
     D               Form of Power of Attorney
     E               Form of Acceptance Note
     F               Form of CAF Advance Request
     G               Form of CAF Advance Offer
     H               Form of CAF Advance Confirmation
     I               Form of Joinder Agreement
     J               Form of Assignment and Acceptance
     K               Form of Opinion of Winston & Strawn LLP
     L               [Reserved]
     M               Matters to be Covered by Foreign Subsidiary Opinion
     N               Form of Subsidiary Guarantee
     O               UK Tax Provisions



                                       v





                  AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT, dated as
of August 11, 2005, among LEAR CORPORATION, a Delaware corporation (the "U.S.
Borrower"), LEAR CANADA, a general partnership organized under the laws of
Ontario, Canada (the "Canadian Borrower"), each FOREIGN SUBSIDIARY BORROWER (as
hereinafter defined) (together with the U.S. Borrower and the Canadian Borrower,
the "Borrowers"), the Senior Managing Agents named on Schedule VI hereto (the
"Senior Managing Agents"), the Managing Agents named on Schedule VI hereto (the
"Managing Agents"), the Co-Agents named on Schedule VI hereto (the "Co-Agents"),
the several banks and other financial institutions from time to time parties
hereto (the "Lenders"), BANK OF AMERICA, N.A., as syndication agent (the
"Syndication Agent"), CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC. and THE BANK
OF NOVA SCOTIA, a Canadian chartered bank, as documentation agents (in such
capacity, the "Documentation Agents"), THE BANK OF NOVA SCOTIA, a Canadian
chartered bank, as Canadian administrative agent for the Lenders hereunder (as
hereinafter defined, in such capacity, the "Canadian Administrative Agent"), and
JPMORGAN CHASE BANK, N.A. (as hereinafter defined, the "General Administrative
Agent"), as general administrative agent for the Lenders hereunder.

                              W I T N E S S E T H :

                  WHEREAS, the U.S. Borrower, the Canadian Borrower and the
Foreign Subsidiary Borrowers are parties to the Credit Agreement, dated as of
March 23, 2005 (as heretofore amended, supplemented or otherwise modified, the
"Existing Credit Agreement"), with the lenders parties thereto, the managing
agents, co-agents and lead managers identified therein, The Bank of Nova Scotia,
as Canadian administrative agent, and JPMorgan Chase Bank, N.A. (f/k/a The Chase
Manhattan Bank), as general administrative agent; and

                  WHEREAS, it is the intent of the parties hereto that this
Agreement not constitute a novation of the obligations and liabilities existing
under the Existing Credit Agreement and which remain outstanding or evidence
repayment of any of such obligations and liabilities and that this Agreement
amend and restate in its entirety the Existing Credit Agreement and re-evidence
the obligations of the Borrowers outstanding thereunder;

                  NOW, THEREFORE, in consideration of the premises and the
agreements hereinafter set forth, the parties hereto hereby agree that on the
Restatement Date (as defined below) the Existing Credit Agreement shall be, and
hereby is, amended and restated in its entirety as follows:

                  SECTION 1. DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:

                  "ABR Loans": Term Loans, U.S. Revolving Credit Loans or Swing
Line Dollar Loans, the rate of interest applicable to which is based upon the
Alternate Base Rate.

                  "Acceptance": a Draft drawn by the Canadian Borrower and
accepted by a Canadian Lender which is (a) denominated in Canadian Dollars, (b)
for a term of not less than 30 days nor more than 180 days and which matures
prior to the Revolving Credit Termination Date and (c) issuable and payable only
in Canada; provided that to the extent the context shall require, each
Acceptance Note shall be deemed to be an Acceptance; provided, further, that
"Acceptance" includes a depository note within the meaning of the Depository
Bills and Notes Act (Canada) and a bill of exchange within the meaning of the
Bills of Exchange Act (Canada).



                                                                               2


                  "Acceptance Note":  as defined in subsection 6.8(b).

                  "Acceptance Purchase Price": in respect of an Acceptance of a
specified maturity, the result (rounded to the nearest whole cent, and with
one-half cent being rounded up) obtained by dividing (a) the face amount of such
Acceptance by (b) the sum of (i) one and (ii) the product of (A) the Reference
Discount Rate for Acceptances of the same maturity expressed as a decimal and
(B) a fraction, the numerator of which is the term to maturity of such
Acceptance and the denominator of which is equal to 365, where (b) above is
rounded to the fifth decimal place and 0.000005 is rounded up to 0.00001.

                  "Acceptance Reimbursement Obligations": the obligation of the
Canadian Borrower to the Canadian Lenders (a) to reimburse the Canadian Lenders
for maturing Acceptances pursuant to subsection 6.5 and (b) to make payments in
respect of the Acceptance Notes in accordance with the terms thereof.

                  "Acceptance Tranche": the collective reference to Acceptances,
all of which were created on the same date and have the same maturity date.

                  "Acceptances to be Converted": as defined in subsection
17.8(a).

                  "Adjusted Aggregate Committed Revolving Outstandings": with
respect to each Lender, the Aggregate Committed Revolving Outstandings of such
Lender, plus the amount of any participating interests purchased by such Lender
pursuant to subsection 17.8, minus the amount of any participating interests
sold by such Lender pursuant to subsection 17.8.

                  "Adjustment Date": with respect to any fiscal quarter, (a) the
second Business Day following receipt by the General Administrative Agent of
both (i) the financial statements required to be delivered pursuant to
subsection 12.1(a) or (b), as the case may be, for the most recently completed
fiscal period and (ii) the compliance certificate required pursuant to
subsection 12.2(a) with respect to such financial statements or (b) if such
compliance certificate and financial statements have not been delivered in a
timely manner, the date upon which such compliance certificate and financial
statements were due; provided, however, that in the event that the Adjustment
Date is determined in accordance with the provisions of clause (b) of this
definition, then the date which is two Business Days following the date of
receipt of the financial statements and compliance certificate referenced in
clause (a) of this definition also shall be deemed to constitute an Adjustment
Date.

                  "Administrative Agents": the collective reference to the
General Administrative Agent and the Canadian Administrative Agent.

                  "Administrative Schedule": Schedule III, which contains
interest rate definitions and administrative information in respect of each
Available Foreign Currency.

                  "Affiliate": of any Person, (a) any other Person (other than a
Wholly Owned Subsidiary of such Person) which, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Person, (b)
any other Person who is a director or executive officer of (i) such Person, (ii)
any Subsidiary of such Person (other than a Wholly Owned Subsidiary) or (iii)
any Person described in clause (a) above or (c) with respect to any Lender, any
entity (whether a corporation, partnership, trust or otherwise) that is engaged
in making, purchasing, holding or otherwise investing in bank loans and similar
extensions of credit in the ordinary course of its business and is administered
or managed by such Lender or an Affiliate of such Lender. For purposes of this
definition, a Person shall be deemed to be "controlled by" such other Person if
such other Person possesses, directly or indirectly, power either to



                                                                               3


(A) vote 10% or more of the securities having ordinary voting power for the
election of directors of such first Person or (B) direct or cause the direction
of the management and policies of such first Person whether by contract or
otherwise.

                  "Aggregate Available Canadian Revolving Credit Commitments":
as at any date of determination with respect to all Canadian Lenders, an amount
in Canadian Dollars equal to the Available Canadian Revolving Credit Commitments
of all Canadian Lenders on such date.

                  "Aggregate Available Multicurrency Commitments": as at any
date of determination with respect to all Multicurrency Lenders, an amount in
U.S. Dollars equal to the Available Multicurrency Commitments of all
Multicurrency Lenders on such date.

                  "Aggregate Available U.S. Revolving Credit Commitments": as at
any date of determination with respect to all U.S. Revolving Lenders, an amount
in U.S. Dollars equal to the Available U.S. Revolving Credit Commitments of all
U.S. Revolving Lenders on such date.

                  "Aggregate Canadian Revolving Credit Outstandings": as at any
date of determination with respect to any Canadian Lender, an amount in Canadian
Dollars equal to the sum of the following, without duplication: (a) the
aggregate unpaid principal amount of such Canadian Lender's Canadian Revolving
Credit Loans on such date, (b) the aggregate undiscounted face amount of all
outstanding Acceptances of such Canadian Lender on such date and (c) the
aggregate unpaid principal amount of such Canadian Lender's Acceptance Notes on
such date.

                  "Aggregate Committed Revolving Outstandings": as at any date
of determination with respect to any Lender, an amount in U.S. Dollars equal to
the sum of (a) the Aggregate U.S. Revolving Credit Revolving Outstandings of
such Lender, (b) the U.S. Dollar Equivalent of the Aggregate Canadian Revolving
Credit Revolving Outstandings of such Lender and such Lender's Counterpart
Lender and (c) the U.S. Dollar Equivalent of the Aggregate Multicurrency
Revolving Outstandings of such Lender.

                  "Aggregate Multicurrency Revolving Outstandings": as at any
date of determination with respect to any Lender, an amount in the applicable
Available Foreign Currencies or U.S. Dollars (with respect to Swing Line
Multicurrency Loans denominated in U.S. Dollars) equal to the sum of (a) the
aggregate unpaid principal amount of such Lender's Multicurrency Loans and (b)
such Multicurrency Lender's Multicurrency Commitment Percentage of the aggregate
unpaid principal amount of all Swing Line Multicurrency Loans on such date.

                  "Aggregate Percentage": as to any Lender at any time, the
percentage which the sum of (i) such Lender's U.S. Revolving Credit Commitment
(or, if the U.S. Revolving Credit Commitments have terminated or expired, the
Aggregate U.S. Revolving Credit Outstandings of such U.S. Revolving Lender at
such time) and (ii) such Lender's outstanding Term Loans then constitutes of the
sum of (x) the aggregate U.S. Revolving Credit Commitments of all U.S. Revolving
Lenders (or, if the U.S. Revolving Credit Commitments have terminated or
expired, the Aggregate U.S. Revolving Credit Outstandings of all U.S. Revolving
Lenders at such time) and (y) the aggregate outstanding principal amount of all
Term Loans.

                  "Aggregate Total Revolving Outstandings": as at any date of
determination with respect to any Lender, an amount in U.S. Dollars equal to the
sum of (a) the Aggregate U.S. Revolving Outstandings of such Lender, (b) the
U.S. Dollar Equivalent of the Aggregate Canadian Revolving Credit Outstandings
of such Lender and such Lender's Counterpart Lender and (c) the U.S. Dollar
Equivalent of the Aggregate Multicurrency Revolving Outstandings of such Lender.



                                                                               4


                  "Aggregate U.S. Revolving Outstandings": as at any date of
determination with respect to any U.S. Revolving Lender, an amount in U.S.
Dollars equal to the sum of (a) the Aggregate U.S. Revolving Credit Outstandings
of such Lender on such date and (b) the aggregate unpaid principal amount of
such U.S. Revolving Lender's CAF Advances on such date.

                  "Aggregate U.S. Revolving Credit Commitments": the aggregate
amount of the U.S. Revolving Credit Commitments of all the Lenders, as such
amount may be increased pursuant to subsection 2.6.

                  "Aggregate U.S. Revolving Credit Outstandings": as at any date
of determination with respect to any U.S. Revolving Lender, an amount in U.S.
Dollars equal to the sum of (a) the aggregate unpaid principal amount of such
U.S. Revolving Lender's U.S. Revolving Credit Loans on such date, (b) such U.S.
Revolving Lender's U.S. Revolving Credit Commitment Percentage of the aggregate
unpaid principal amount of all Swing Line Loans on such date and (c) such U.S.
Revolving Lender's U.S. Revolving Credit Commitment Percentage of the aggregate
Letters of Credit Obligations.

                  "Agreement": this Amended and Restated Credit and Guarantee
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time.

                  "Agreement Currency": as defined in subsection 17.18(b).

                  "Alternate Base Rate": for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of:

                  (a) the U.S. Prime Rate in effect on such day; and

                  (b) the Federal Funds Effective Rate in effect on such day
                      plus 1/2 of 1%.

If for any reason the General Administrative Agent shall have determined (which
determination shall be conclusive absent manifest error) that it is unable to
ascertain the Federal Funds Effective Rate for any reason, including the
inability or failure of the General Administrative Agent to obtain sufficient
quotations in accordance with the terms thereof, the Alternate Base Rate shall
be determined without regard to clause (b) above, until the circumstances giving
rise to such inability no longer exist. Any change in the Alternate Base Rate
due to a change in the U.S. Prime Rate or the Federal Funds Effective Rate shall
be effective as of the opening of business on the effective day of such change
in the U.S. Prime Rate or the Federal Funds Effective Rate, respectively.

                  "Applicable Margin": (a) for each Loan other than a Term Loan,
the applicable rate per annum determined pursuant to clause (a) of the Pricing
Grid and (b) for each Term Loan, the applicable rate per annum determined
pursuant to clause (b) of the Pricing Grid.

                  "Assignee":  as defined in subsection 17.6(c).

                  "Assuming Lender":  as defined in subsection 2.6.

                  "Available Canadian Revolving Credit Commitment": as at any
date of determination with respect to any Canadian Lender (after giving effect
to the making and payment of any U.S. Revolving Credit Loans required to be made
on such date pursuant to subsection 2.5), an amount in U.S. Dollars equal to the
lesser of (a) the excess, if any, of (i) the amount of such Canadian Lender's
Canadian Revolving Credit Commitment in effect on such date over (ii) the U.S.
Dollar Equivalent of the



                                                                               5


Aggregate Canadian Revolving Credit Outstandings of such Canadian Lender on such
date and (b) the excess, if any, of (i) the amount of the U.S. Revolving Credit
Commitment of such Canadian Lender's Counterpart Lender on such date over (ii)
the Aggregate Committed Revolving Outstandings of such Canadian Lender's
Counterpart Lender on such date.

                  "Available Foreign Currencies": Pounds Sterling, euro, Swedish
Kroner, and any other available and freely-convertible non-U.S. Dollar currency
selected by the U.S. Borrower and approved by the General Administrative Agent
and the Majority Multicurrency Lenders in the manner described in subsection
17.1(b).

                  "Available Multicurrency Commitment": as at any date of
determination with respect to any Multicurrency Lender (after giving effect to
the making and payment of any U.S. Revolving Credit Loans required to be made on
such date pursuant to subsection 2.5), an amount in U.S. Dollars equal to the
lesser of (a) the excess, if any, of (i) the amount of such Multicurrency
Lender's Multicurrency Commitment in effect on such date over (ii) the U.S.
Dollar Equivalent of the Aggregate Multicurrency Revolving Outstandings of such
Multicurrency Lender on such date and (b) the excess, if any, of (i) the amount
of such Multicurrency Lender's U.S. Revolving Credit Commitment in effect on
such date over (ii) the Aggregate Committed Revolving Outstandings of such
Multicurrency Lender on such date.

                  "Available U.S. Revolving Credit Commitment": as at any date
of determination with respect to any U.S. Revolving Lender (after giving effect
to the making and payment of any U.S. Revolving Credit Loans required to be made
on such date pursuant to subsection 2.5), an amount in U.S. Dollars equal to the
excess, if any, of (a) the amount of such U.S. Revolving Lender's U.S. Revolving
Credit Commitment in effect on such date over (b) the Aggregate Committed
Revolving Outstandings of such U.S. Revolving Lender on such date.

                  "Bank Act (Canada)": the Bank Act (Canada), as amended from
time to time.

                  "Benefited Lender": as defined in subsection 17.7.

                  "Board": the Board of Governors of the Federal Reserve System
(or any successor thereto).

                  "BofA": Bank of America, N.A., a national banking association.

                  "Bond Guarantee": the guarantee entered into by any Subsidiary
Guarantor in respect of any Public Indebtedness.

                  "Borrowers": as defined in the preamble hereto.

                  "Borrowing Date": any Business Day specified in a notice
pursuant to subsection 2.3, 3.2, 4.2, 5.3 or 7.3 as a date on which a Borrower
requests the Lenders to make Loans hereunder or, with respect to a Request for
Acceptances, the date with respect to which the Canadian Borrower has requested
the Canadian Lenders to accept Drafts.

                  "Business Day": (a) when such term is used in respect of a day
on which a Loan in an Available Foreign Currency is to be made, a payment is to
be made in respect of such Loan, an Exchange Rate is to be set in respect of
such Available Foreign Currency or any other dealing in such Available Foreign
Currency is to be carried out pursuant to this Agreement, such term shall mean a
London Banking Day which is also a day on which banks are open for general
banking business in the city which is the



                                                                               6


principal financial center of the country of issuance of such Available Foreign
Currency, (b) when such term is used in respect of a day on which a Loan is to
be made to the Canadian Borrower or an Acceptance is to be created, a payment is
to be made in respect of such Loan or Acceptance, an Exchange Rate is to be set
in respect of Canadian Dollars or any other dealing in Canadian Dollars is to be
carried out pursuant to this Agreement, such term shall mean a day other than a
Saturday, Sunday or other day on which commercial banks in Toronto, Ontario are
authorized or required by law to close, (c) when such term is used to describe a
day on which a borrowing, payment or interest rate determination is to be made
in respect of a LIBO Rate CAF Advance, such day shall be a London Banking Day
and (d) when such term is used in any context in this Agreement (including as
described in the foregoing clauses (a), (b) and (c)), such term shall mean a day
which, in addition to complying with any applicable requirements set forth in
the foregoing clauses (a), (b) and (c), is a day other than a Saturday, Sunday
or other day on which commercial banks in New York City are authorized or
required by law to close; provided, that when such term is used for the purpose
of determining the date on which the Eurocurrency Rate is determined under this
Agreement for any Multicurrency Loan denominated in euro for any Interest Period
therefor and for purposes of determining the first and last day of any such
Interest Period, references in this Agreement to Business Days shall be deemed
to be references to Target Operating Days.

                  "CAF Advance": each CAF Advance made pursuant to subsection
4.1.

                  "CAF Advance Availability Period": the period from and
including the Closing Date to and including the date which is 7 days prior to
the Revolving Credit Termination Date.

                  "CAF Advance Confirmation": each confirmation by the U.S.
Borrower of its acceptance of CAF Advance Offers, which confirmation shall be
substantially in the form of Exhibit H and shall be delivered to the General
Administrative Agent by facsimile transmission.

                  "CAF Advance Interest Payment Date": as to each CAF Advance,
each interest payment date specified by the U.S. Borrower for such CAF Advance
in the related CAF Advance Request.

                  "CAF Advance Maturity Date": as to any CAF Advance, the date
specified by the U.S. Borrower pursuant to paragraph 4.2(d)(ii) in its
acceptance of the related CAF Advance Offer.

                  "CAF Advance Offer": each offer by a Lender to make CAF
Advances pursuant to a CAF Advance Request, which offer shall contain the
information specified in Exhibit G and shall be delivered to the General
Administrative Agent by telephone, immediately confirmed by facsimile
transmission.

                  "CAF Advance Request": each request by the U.S. Borrower for
Lenders to submit bids to make CAF Advances, which request shall contain the
information in respect of such requested CAF Advances specified in Exhibit F and
shall be delivered to the General Administrative Agent in writing, by facsimile
transmission, or by telephone, immediately confirmed by facsimile transmission.

                  "Canadian Administrative Agent": The Bank of Nova Scotia,
together with its affiliates, as administrative agent for the Canadian Lenders
under this Agreement and the other Loan Documents, and any successor thereto
appointed pursuant to subsection 16.9.

                  "Canadian Base Rate": at any day, the higher of (a) the rate
of interest per annum publicly announced from time to time by the Canadian
Administrative Agent (and in effect on such day) as its reference rate for U.S.
Dollar commercial loans made in Canada, as adjusted automatically from



                                                                               7


time to time and without notice to any of the Borrowers upon change by the
Canadian Administrative Agent and (b) the Federal Funds Effective Rate in effect
on such day plus 1/2 of 1%.

                  "Canadian Base Rate Loans": all Canadian Revolving Credit
Loans denominated in U.S. Dollars, which shall bear interest at a rate based
upon the Canadian Base Rate.

                  "Canadian Borrower": as defined in the preamble hereto.

                  "Canadian Dollars" and "C$": dollars in the lawful currency of
Canada.

                  "Canadian Dollar Equivalent": with respect to an amount
denominated in any currency other than Canadian Dollars, the equivalent in
Canadian Dollars of such amount determined at the Exchange Rate on the date of
determination of such equivalent.

                  "Canadian Lenders": the Lenders listed in Part B of Schedule I
hereto which, in each case, shall have Canadian Revolving Credit Commitments.

                  "Canadian Reference Lenders": the collective reference to the
Schedule I Canadian Reference Lenders and the Schedule II Canadian Reference
Lenders.

                  "Canadian Revolving Credit Commitment": as to any Canadian
Lender at any time, its obligation to make Canadian Revolving Credit Loans to,
and/or create Acceptances and discount on behalf of (or, in lieu thereof, to
make loans pursuant to the Acceptance Notes to), the Canadian Borrower, in an
aggregate amount not to exceed at any one time outstanding the Canadian Dollar
Equivalent of the lesser of (a) the U.S. Dollar amount set forth opposite such
Canadian Lender's name in Schedule I under the heading "Canadian Revolving
Credit Commitment", and (b) the U.S. Revolving Credit Commitment of such
Canadian Lender's Counterpart Lender, in each case as such amount may be reduced
from time to time as provided in subsection 5.4 and the other applicable
provisions hereof.

                  "Canadian Revolving Credit Commitment Percentage": as to any
Canadian Lender at any time, the percentage which such Canadian Lender's
Canadian Revolving Credit Commitment then constitutes of the aggregate Canadian
Revolving Credit Commitments (or, if the Canadian Revolving Credit Commitments
have terminated or expired, the percentage which (a) the Aggregate Canadian
Revolving Credit Outstandings of such Canadian Lender at such time constitutes
of (b) the Aggregate Canadian Revolving Credit Outstandings of all Canadian
Lenders at such time).

                  "Canadian Revolving Credit Loan": as defined in subsection
5.1.

                  "Canadian Revolving Credit Note": as defined in subsection
5.2(e).

                  "Capital Stock": any and all shares, interests, participations
or other equivalents (however designated) of Capital Stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

                  "Cash Equivalents": (a) securities issued or unconditionally
guaranteed or insured by the United States Government, the Canadian Government,
Japan or any member of the European Economic Community or any other government
approved by the General Administrative Agent (which approval shall not be
unreasonably withheld), (b) securities issued or unconditionally guaranteed or
insured by any state of the United States of America or province of Canada or
any agency or instrumentality thereof



                                                                               8


having maturities of not more than twelve months from the date of acquisition
and having one of the two highest ratings obtainable from either S&P or Moody's,
(c) time deposits, certificates of deposit and bankers' acceptances having
maturities of not more than twelve months from the date of acquisition, in each
case with any U.S. Revolving Lender or Canadian Lender or with any commercial
bank organized under the laws of the United States of America or any state
thereof or the District of Columbia, Japan, Canada or any member of the European
Economic Community or any U.S. branch of a foreign bank having at the date of
acquisition capital and surplus of not less than $100,000,000, (d) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (a), (b) and (c) entered into with any bank
meeting the qualifications specified in clause (c) above, (e) commercial paper
issued by the parent corporation of any U.S. Revolving Lender and commercial
paper rated, at the time of acquisition, at least "A-1" or the equivalent
thereof by S&P or "P-1" or the equivalent thereof by Moody's and in either case
maturing within twelve months after the date of acquisition, (e) deposits
maintained with money market funds having total assets in excess of
$300,000,000, (f) demand deposit accounts maintained in the ordinary course of
business with banks or trust companies, (g) temporary deposits, of amounts
received in the ordinary course of business pending disbursement of such
amounts, in demand deposit accounts in banks outside the United States and (h)
deposits in mutual funds which invest substantially all of their assets in
preferred equities issued by U.S. corporations rated at least "AA" (or the
equivalent thereof) by S&P; provided, that notwithstanding the foregoing, Cash
Equivalents shall, in any event, include all cash and cash equivalents as set
forth in the U.S. Borrower's balance sheet prepared in accordance with GAAP.

                  "CDOR Rate": the rate per annum determined by the Canadian
Administrative Agent by reference to the average rate quoted on the Reuters
Monitor Screen, Page "CDOR" (or such other Page as may replace such Page) on
such screen for the purpose of displaying Canadian interbank bid rates for
Canadian Dollar bankers' acceptances with a 90 day term as of 10:00 a.m.
(Toronto time) one Business Day prior to the first day of such 90 day term. If
for any reason the Reuters Monitor Screen rates are unavailable, CDOR Rate means
the rate of interest determined by the Canadian Administrative Agent which is
equal to the arithmetic mean of the rates quoted by such reference banks as may
be specified from time to time by the Canadian Administrative Agent, after
consultation with the Canadian Borrower, in respect of Canadian Dollar bankers'
acceptances with a 90 day term as of 10:00 a.m. one Business Day prior to the
first day of such 90 day term.

                  "Change in Control": (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof),
of Capital Stock representing more than 35% of the aggregate ordinary voting
power represented by the issued and outstanding Capital Stock of the U.S.
Borrower; or (b) occupation of a majority of the seats (other than vacant seats)
on the board of directors of the U.S. Borrower by Persons who were neither (i)
nominated by the board of directors of the U.S. Borrower nor (ii) appointed by
directors so nominated.

                  "Closing Date": March 23, 2005.

                  "Co-Agents": as defined on Schedule VI hereto.

                  "Code": the Internal Revenue Code of 1986, as amended from
time to time.

                  "Commercial Letters of Credit": as defined in subsection
8.1(a).

                  "Commitment Increase": as defined in subsection 2.6.



                                                                               9


                  "Commitment Increase Date": as defined in subsection 2.6.

                  "Commitments": the collective reference to the Term Loan
Commitments, the U.S. Revolving Credit Commitments, the Canadian Revolving
Credit Commitments and the Multicurrency Commitments.

                  "Committed Revolving Outstandings Percentage": on any date
with respect to any Lender, the percentage which the Adjusted Aggregate
Committed Revolving Outstandings of such Lender constitutes of the Adjusted
Aggregate Committed Revolving Outstandings of all Lenders.

                  "Conduit Lender": any special purpose corporation organized
and administered by any Lender for the purpose of making Loans otherwise
required to be made by such Lender and designated by such Lender in a written
instrument; provided, that the designation by any Lender of a Conduit Lender
shall not relieve the designating Lender of any of its obligations to fund a
Loan under this Agreement if, for any reason, its Conduit Lender fails to fund
any such Loan, and the designating Lender (and not the Conduit Lender) shall
have the sole right and responsibility to deliver all consents and waivers
required or requested under this Agreement with respect to its Conduit Lender,
and provided, further, that no Conduit Lender shall (a) be entitled to receive
any greater amount pursuant to Section 9.10, 9.11, 9.12 or 17.5 than the
designating Lender would have been entitled to receive in respect of the
extensions of credit made by such Conduit Lender or (b) be deemed to have any
Commitment.

                  "Confidential Information": as defined in Section 17.19.

                  "Consolidated Assets": at a particular date, all amounts which
would be included under total assets on a consolidated balance sheet of the U.S.
Borrower and its Subsidiaries as at such date, determined in accordance with
GAAP.

                  "Consolidated Indebtedness": at a particular date, all
Indebtedness of the U.S. Borrower and its Subsidiaries which would be included
under indebtedness on a consolidated balance sheet of the U.S. Borrower and its
Subsidiaries as at such date, determined in accordance with GAAP, less any cash
and Cash Equivalents of the U.S. Borrower and its Subsidiaries as at such date.

                  "Consolidated Interest Expense": for any fiscal period, the
amount which would, in conformity with GAAP, be set forth opposite the caption
"interest expense" (or any like caption) on a consolidated income statement of
the U.S. Borrower and its Subsidiaries for such period and, to the extent not
otherwise included in "interest expense," any other discounts and expenses
comparable to or in the nature of interest under any Receivable Financing
Transaction; provided, that Consolidated Interest Expense for any period shall
(a) exclude (i) fees payable in respect of such period under subsection 9.5 of
this Agreement, and (ii) any amortization or write-off of deferred financing
fees during such period and (b) include any interest income during such period.

                  "Consolidated Net Income": for any fiscal period, the
consolidated net income (or deficit) of the U.S. Borrower and its Subsidiaries
for such period (taken as a cumulative whole), determined in accordance with
GAAP; provided that any provision for post-retirement medical benefits, to the
extent such provision calculated under FAS 106 exceeds actual cash outlays
calculated on the "pay as you go" basis, shall not to be taken into account.

                  "Consolidated Operating Profit": for any fiscal period,
Consolidated Net Income for such period excluding (a) extraordinary gains and
losses arising from the sale of material assets and other extraordinary and/or
non-recurring gains and losses, (b) charges, premiums and expenses associated
with



                                                                              10


the discharge of Indebtedness, (c) charges relating to FAS 106, (d) license fees
(and any write-offs thereof), (e) stock compensation expense, (f) deferred
financing fees (and any write-offs thereof), (g) write-offs of goodwill, (h)
foreign exchange gains and losses, (i) miscellaneous income and expenses and (j)
miscellaneous gains and losses arising from the sale of assets plus, to the
extent deducted in determining Consolidated Net Income, the excess of (i) the
sum of (A) Consolidated Interest Expense, (B) any expenses for taxes, (C)
depreciation and amortization expense and (D) minority interests in income of
Subsidiaries over (ii) net equity earnings in Affiliates (excluding
Subsidiaries). For purposes of calculating the ratio set forth in subsection
13.1(a), Consolidated Operating Profit for any fiscal period shall in any event
include the Consolidated Operating Profit for such fiscal period of any entity
acquired by the U.S. Borrower or any of its Subsidiaries during such period. It
is hereby understood and agreed that (i) restructuring, restructuring-related or
other similar charges incurred by the U.S. Borrower and its Subsidiaries in an
amount not to exceed $250,000,000 incurred in connection with the U.S.
Borrower's restructuring announced on June 27, 2005 and (ii) charges incurred by
the U.S. Borrower and its Subsidiaries in connection with (x) the lawsuit by
Seton Company (for which a jury verdict was reached on May 25, 2005) in an
amount not to exceed $22,000,000 and (y) a lawsuit by one of the U.S. Borrower's
European suppliers in an amount not to exceed $8,000,000, shall in each case be
deemed to be non-recurring losses for purposes of calculating Consolidated
Operating Profit; provided, that with respect to the charges referred to in
clause (ii) above, if at any later date all or a portion of such charges are
reversed, Consolidated Operating Profit shall be reduced by the amount by which
such charges are reversed in the fiscal quarter in which such charges are
reversed.

                  "Consolidated Revenues": for any fiscal period, the
consolidated revenues of the U.S. Borrower and its Subsidiaries for such period,
determined in accordance with GAAP.

                  "Continuing Directors": the directors of the U.S. Borrower on
the Closing Date and each other director, if such other director's nomination
for election to the Board of Directors of the U.S. Borrower is recommended by a
majority of the then Continuing Directors.

                  "Contractual Obligation": as to any Person, any provision of
any indenture, agreement or other instrument to which such Person is a party or
by which it or any of its property is bound.

                  "Conversion Date": any date on which either (a) an Event of
Default under Section 15(h), (i) or (j) has occurred or (b) the Commitments
shall have been terminated prior to the Revolving Credit Termination Date and/or
the Loans shall have been declared immediately due and payable, in either case
pursuant to Section 15.

                  "Conversion Sharing Percentage": on any date with respect to
any Lender (other than any Term Lender) and any Loans or Acceptances, as the
case may be, of such Lender outstanding in any currency other than U.S. Dollars,
the percentage of such Loans or Acceptances, as the case may be, such that,
after giving effect to the conversion of such Loans or Acceptances, as the case
may be, to U.S. Dollars and the purchase and sale by such Lender of
participating interests as contemplated by subsection 17.8, the Committed
Revolving Outstandings Percentage of such Lender will equal such Lender's U.S.
Revolving Credit Commitment Percentage on such date (calculated immediately
prior to giving effect to any termination or expiration of the U.S. Revolving
Credit Commitments on the Conversion Date).

                  "Converted Acceptances": as defined in subsection 17.8(a).

                  "Converted Loans": as defined in subsection 17.8(a).



                                                                              11


                  "Counterpart Lender": (a) as to any U.S. Revolving Lender, the
Canadian Lender (if any) set forth opposite such U.S. Revolving Lender's name in
Schedule I under the heading "Counterpart Lender" and (b) as to any Canadian
Lender, the U.S. Revolving Lender set forth opposite such Canadian Lender's name
in Schedule I under the heading "Counterpart Lender".

                  "Default": any of the events specified in Section 15, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

                  "Disclosed Matters": the actions, suits and proceedings and
the environmental matters disclosed in Schedule IV.

                  "Documentation Agents": as defined in the preamble hereto.

                  "Dollars", "U.S. Dollars" and "$": dollars in lawful currency
of the United States of America.

                  "Domestic Loan Party": each Loan Party that is organized under
the laws of any jurisdiction of the United States.

                  "Domestic Subsidiary": any Subsidiary other than a Foreign
Subsidiary.

                  "Draft": a draft substantially in the form of Exhibit C or in
such other form as the Canadian Administrative Agent may from time to time
reasonably request (or to the extent the context shall require, an Acceptance
Note, delivered in lieu of a draft), as the same may be amended, supplemented or
otherwise modified from time to time.

                  "EMU": Economic and Monetary Union as contemplated in the
Treaty on European Union.

                  "EMU Legislation": legislative measures of the European Union
for the introduction of, changeover to or operation of the euro in one or more
member states.

                  "Environmental Laws": all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

                  "Environmental Liability": any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
as amended from time to time.



                                                                              12


                  "ERISA Affiliate": any trade or business (whether or not
incorporated) that, together with the U.S. Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

                  "ERISA Event": (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the U.S. Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the U.S. Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the U.S. Borrower or any of its ERISA Affiliates
of any liability with respect to the withdrawal or partial withdrawal from any
Plan or Multiemployer Plan; or (g) the receipt by the U.S. Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the U.S.
Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

                  "euro": the single currency of the European Union as
constituted by the Treaty on European Union and as referred to in EMU
Legislation.

                  "Eurocurrency Liabilities": at any time, the aggregate of the
rates (expressed as a decimal fraction) of any reserve requirements in effect at
such time (including, without limitation, basic, supplemental, marginal and
emergency reserves under any regulations of the Board or other Governmental
Authority having jurisdiction with respect thereto) dealing with reserve
requirements prescribed for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board) maintained by a member
bank of the Federal Reserve System.

                  "Eurocurrency Rate": with respect to each Interest Period
pertaining to a Multicurrency Loan, the Eurocurrency Rate determined for such
Interest Period and the Available Foreign Currency in which such Multicurrency
Loan is denominated in the manner set forth in the Administrative Schedule.

                  "Eurodollar Loans": Term Loans or U.S. Revolving Credit Loans
the rate of interest applicable to which is based": Term Loans or U.S. Revolving
Credit Loans the rate of interest applicable to which is based upon the
Eurodollar Rate.

                  "Eurodollar Rate": (a) with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
on the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period appearing on
Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business
Days prior to the beginning of such Interest Period and (b) with respect to each
day during each Interest Period pertaining to a European Swing Line
Multicurrency Dollar Loan, the rate per annum (rounded upwards, if necessary, to
the next basis point) equal to the arithmetic average of the rates at which
deposits in Dollars approximately equal in principal amount to such Swing Line
Multicurrency Borrowing and for a maturity comparable to such Interest Period
are offered to the principal London offices of JPMorgan Chase Bank in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time on the date of commencement of such Interest Period. In
the event that the rate referred to in clause (a)



                                                                              13


above does not appear on Page 3750 of the Telerate screen (or otherwise on such
screen), the "Eurodollar Rate" shall be determined by reference to such other
comparable publicly available service for displaying eurodollar rates as may be
selected by the General Administrative Agent in consultation with the U.S.
Borrower or, in the absence of such availability, by reference to the rate at
which the General Administrative Agent is offered Dollar deposits at or about
11:00 A.M., New York City time, two Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where its eurodollar and
foreign currency and exchange operations are then being conducted for delivery
on the first day of such Interest Period for the number of days comprised
therein.

                  "European Economic Community": that certain organization
established in 1958 by treaty between Belgium, France, Italy, Luxembourg, the
Netherlands and West Germany, which was formerly known as the Common Market.

                  "European Holdco": Lear European Holding S.L., a Spanish
limited company.": Lear European Holding S.L., a Spanish limited company.

                  "European Swing Line Multicurrency Dollar Loan": each Swing
Line Multicurrency Loan denominated in U.S. Dollars requested from the London
office of the Swing Line Multicurrency Lender (or such other European office so
designated by the Swing Line Multicurrency Lender).

                  "euro unit": the currency unit of the euro as defined in the
EMU Legislation.

                  "Event of Default": any of the events specified in Section 15,
provided that any requirement for the giving of that any requirement for the
giving of notice, the lapse of time, or both, or any other condition, has been
satisfied.

                  "Exchange Act": the Securities Exchange Act of 1934, as
amended.

                  "Exchange Rate": (a) with respect to Canadian Dollars on any
date, the Bank of Canada noon spot rate on such date, and (b) with respect to
any other non-U.S. Dollar currency on any date, the rate at which such currency
may be exchanged into U.S. Dollars, as set forth on such date on the relevant
Reuters currency page at or about 11:00 A.M., London time, on such date. In the
event that such rate does not appear on any Reuters currency page, the "Exchange
Rate" with respect to such non-U.S. Dollar currency shall be determined by
reference to such other publicly available service for displaying exchange rates
as may be agreed upon by the General Administrative Agent and the U.S. Borrower
or, in the absence of such agreement, such "Exchange Rate" shall instead be the
General Administrative Agent's spot rate of exchange in the interbank market
where its foreign currency exchange operations in respect of such non-U.S.
Dollar currency are then being conducted, at or about 10:00 A.M., local time, on
such date for the purchase of U.S. Dollars with such non-U.S. Dollar currency,
for delivery two Business Days later; provided, that if at the time of any such
determination, no such spot rate can reasonably be quoted, the General
Administrative Agent may use any reasonable method as it deems applicable to
determine such rate, and such determination shall be conclusive absent manifest
error.

                  "Excluded Subsidiary": each Subsidiary of a Foreign
Subsidiary.

                  "Existing Credit Agreement": as defined in the recitals
hereto.

                  "Existing Letters of Credit": as defined in subsection
8.1(b).": as defined in subsection 8.1(b).

                  "Extension of Credit": as to any Lender, the making of a Loan
by such Lender, the acceptance of a Draft or an Acceptance Note by such Lender
or the issuance of, or extension of the expiry date under, any Letter of Credit.
For purposes of Section 11.2, it is expressly understood and agreed that



                                                                              14


the following do not constitute Extensions of Credit for purposes of this
Agreement: (a) the conversions and continuations of Term Loans or U.S. Revolving
Credit Loans as or to Eurodollar Loans or ABR Loans pursuant to subsection 9.2,
(b) the substitution of maturing Acceptances with new Acceptances, (c) the
conversion of Acceptances to Canadian Revolving Credit Loans, (d) the conversion
of Canadian Revolving Credit Loans to Acceptances and (e) the continuation of
Multicurrency Loans for additional Interest Periods.

                  "Facility Fee Rate": the rate per annum determined pursuant to
the Pricing Grid.

                  "Federal Funds Effective Rate": for any day, the weighted
average of the rates per annum on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day which is a Business Day,
the average of the quotations for the day of such transactions received by the
General Administrative Agent from three federal funds brokers of recognized
standing selected by it.

                  "Financing Lease": (a) any lease of property, real or
personal, the obligations under which are capitalized on a consolidated balance
sheet of the U.S. Borrower and its Subsidiaries and (b) any other such lease to
the extent that the then present value of the minimum rental commitment
thereunder should, in accordance with GAAP, be capitalized on a balance sheet of
the lessee.

                  "First Lender": as defined in subsection 17.8(c).

                  "Fixed Rate CAF Advance": any CAF Advance made pursuant to a
Fixed Rate CAF Advance Request.

                  "Fixed Rate CAF Advance Request": any CAF Advance Request
requesting the Lenders to offer to make CAF Advances at a fixed rate (as opposed
to a rate composed of the LIBO Rate plus (or minus) a margin).

                  "Foreign Letter of Credit": a Letter of Credit whose
beneficiary is a Person which is directly or indirectly extending credit to a
Foreign Subsidiary.

                  "Foreign Subsidiaries": each of the Subsidiaries so designated
on Schedule V and any Subsidiaries organized outside the United States which are
created after the effectiveness hereof.

                  "Foreign Subsidiary Borrower": each Foreign Subsidiary listed
as a Foreign Subsidiary Borrower in Schedule II as amended from time to time in
accordance with subsection 17.1(b)(i).

                  "Foreign Subsidiary Opinion": with respect to any Foreign
Subsidiary Borrower, a legal opinion of counsel to such Foreign Subsidiary
Borrower addressed to the Administrative Agents and the Lenders covering the
matters set forth on Exhibit M, with such assumptions, qualifications and
deviations therefrom as the General Administrative Agent shall approve (such
approval not to be unreasonably withheld).

                  "GAAP": generally accepted accounting principles in the United
States of America in effect from time to time.



                                                                              15


                  "General Administrative Agent": JPMorgan Chase Bank, together
with its affiliates, as arranger of the Commitments and as general
administrative agent for the Lenders under this Agreement and the other Loan
Documents, and any successor thereto appointed pursuant to subsection 16.9.

                  "Governmental Authority": any nation or government, any state,
province or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

                  "Guarantee Obligation": as to any Person, any obligation of
such Person guaranteeing or in effect guaranteeing any Indebtedness, leases,
dividends or other obligations (the "primary obligations") of any other Person
(the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not
contingent (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (d) otherwise to assure or hold harmless
the owner of any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation shall be deemed to be an amount
equal to the value as of any date of determination of the stated or determinable
amount of the primary obligation in respect of which such Guarantee Obligation
is made (unless such Guarantee Obligation shall be expressly limited to a lesser
amount, in which case such lesser amount shall apply) or, if not stated or
determinable, the value as of any date of determination of the maximum
reasonably anticipated liability in respect thereof as determined by such Person
in good faith.

                  "Guarantor Supplement": a supplement to the Subsidiary
Guarantee, substantially in the form of Annex A to the Subsidiary Guarantee,
whereby a Subsidiary of the U.S. Borrower becomes a "Guarantor" under the
Subsidiary Guarantee.

                  "Hazardous Materials": all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

                  "Hedging Agreement": means any and all agreements, devices or
arrangements designed to protect the U.S. Borrower or any of its Subsidiaries
from the fluctuations of interest rates, commodity prices, exchange rates
applicable to such party's assets, liabilities or exchange transactions,
including, but not limited to, dollar-denominated or cross-currency interest
rate exchange agreements, forward currency exchange agreements, interest rate
cap or collar protection agreements, commodity swap agreements, forward rate
currency or interest rate options, puts and warrants. Notwithstanding anything
herein to the contrary, "Hedging Agreements" shall also include
fixed-for-floating interest rate swap agreements and similar instruments.

                  "Hedging Agreement Obligations": means all obligations of the
U.S. Borrower or any Subsidiary to any Person under any one or more Hedging
Agreements.

                  "Increasing Lender": as defined in subsection 2.6.



                                                                              16


                  "Indebtedness": of a Person, at a particular date, the sum
(without duplication) at such date of (a) indebtedness for borrowed money or for
the deferred purchase price of property or services in respect of which such
Person is liable as obligor, (b) indebtedness secured by any Lien on any
property or asset owned or held by such Person regardless of whether the
indebtedness secured thereby shall have been assumed by or is a primary
liability of such Person, (c) obligations of such Person under Financing Leases,
(d) the face amount of all letters of credit issued for the account of such
Person and, without duplication, the unreimbursed amount of all drafts drawn
thereunder and (e) obligations (in the nature of principal or interest) of such
Person in respect of acceptances or similar obligations issued or created for
the account of such Person; but excluding (i) trade and other accounts payable
in the ordinary course of business in accordance with customary trade terms and
which are not overdue for more than 120 days or, if overdue for more than 120
days, as to which a dispute exists and adequate reserves in conformity with GAAP
have been established on the books of such Person, (ii) deferred compensation
obligations to employees and (iii) any obligations otherwise constituting
Indebtedness the payment of which such Person has provided for pursuant to the
terms of such Indebtedness or any agreement or instrument pursuant to which such
Indebtedness was incurred, by the irrevocable deposit in trust of an amount of
funds or a principal amount of securities, which deposit is sufficient, either
by itself or taking into account the accrual of interest thereon, to pay the
principal of and interest on such obligations when due.

                  "Index Debt": means senior, unsecured, long-term indebtedness
for borrowed money; provided that ratings issued by S&P may be based on the U.S.
Borrower's corporate credit rating, and ratings issued by Moody's may be based
on the U.S. Borrower's senior unsecured issuer rating.

                  "Initial Pledged Stock": the shares of Capital Stock listed on
Schedule VII.

                  "Intercreditor Agreement": as defined in subsection 16.11.

                  "Interest Payment Date": (a) as to any ABR Loan and any Prime
Rate Loan, the last day of each March, June, September and December to occur
while such Loan is outstanding, (b) as to any Swing Line Multicurrency Loan
denominated in euros or Pounds Sterling or any Eurodollar Loan, European Swing
Line Multicurrency Dollar Loan or Multicurrency Loan having an Interest Period
of three months or less, the last day of such Interest Period, (c) as to any
Eurodollar Loan, European Swing Line Multicurrency Dollar Loan or Multicurrency
Loan having an Interest Period longer than three months, (i) each day which is
three months, or a whole multiple thereof, after the first day of such Interest
Period and (ii) the last day of such Interest Period and (d) as to any Money
Market Rate Swing Line Loan, the last day of the interest period with respect
thereto selected by the U.S. Borrower and the relevant Swing Line Lender.

                  "Interest Period": (a) with respect to any Eurodollar Loan,
European Swing Line Multicurrency Dollar Loan or Multicurrency Loan, (i)
initially, the period commencing on the borrowing or conversion date, as the
case may be, with respect to such Eurodollar Loan, European Swing Line
Multicurrency Dollar Loan or Multicurrency Loan and ending (A) one or two weeks
or one, two, three or six months thereafter, or (B) with the consent of all the
Lenders making such Loan, nine or twelve months thereafter, as selected by the
relevant Borrower in its notice of borrowing or notice of conversion, as the
case may be, given with respect thereto; and (ii) thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to
such Eurodollar Loan, European Swing Line Multicurrency Dollar Loan or
Multicurrency Loan and ending (A) one or two weeks or one, two, three or six
months thereafter, or (B) with the consent of all the Lenders making such Loan,
nine or twelve months thereafter, as selected by the relevant Borrower by
irrevocable notice to the General Administrative Agent prior to 12:00 Noon, New
York City time, not less than three Business Days prior to the last day of the
then



                                                                              17


current Interest Period with respect thereto, with respect to Eurodollar Loans
and European Swing Line Multicurrency Dollar Loans, or by the time specified for
the Notice of Multicurrency Loan Continuation with respect to any Multicurrency
Loans set forth in the Administrative Schedule and (b) with respect to any Swing
Line Multicurrency Borrowing denominated in euros or Pounds Sterling, the period
commencing on the date of such borrowing and ending on the day that is
designated in the notice delivered pursuant to subsection 3.2(a) with respect to
such borrowing, which shall not be later than the seventh day thereafter;

         provided that all of the foregoing provisions relating to Interest
         Periods are subject to the following:

                  (i) if any Interest Period pertaining to a Eurodollar Loan,
         Multicurrency Loan or Swing Line Multicurrency Loan would otherwise end
         on a day that is not a Business Day, such Interest Period shall be
         extended to the next succeeding Business Day unless the result of such
         extension would be to carry such Interest Period into another calendar
         month in which event such Interest Period shall end on the immediately
         preceding Business Day;

                  (ii) any Interest Period applicable to a Eurodollar Loan,
         Multicurrency Loan or Swing Line Multicurrency Loan that would
         otherwise extend beyond the Revolving Credit Termination Date or the
         Term Loan Maturity Date, as applicable, shall end on the Revolving
         Credit Termination Date or the Term Loan Maturity Date, as applicable;
         and

                  (iii) any Interest Period pertaining to a Eurodollar Loan or
         Multicurrency Loan (other than an Interest Period of one or two weeks'
         duration in respect of Loans denominated in U.S. Dollars) that begins
         on the last Business Day of a calendar month (or on a day for which
         there is no numerically corresponding day in the calendar month at the
         end of such Interest Period) shall end on the last Business Day of a
         calendar month.

                  "Investment Grade Status": shall exist at any time when the
actual or implied rating of the U.S. Borrower's senior long-term unsecured debt
is at or above BBB- from S&P and at or above Baa3 from Moody's (in each case
with a stable outlook or better); if either of S&P or Moody's shall change its
system of classifications after August 3, 2005, Investment Grade Status shall
exist at any time when the actual or implied rating of the U.S. Borrower's
senior long-term unsecured debt is at or above the new rating which most closely
corresponds to the above-specified level under the previous rating system (with
a stable outlook or better where applicable).

                  "Issuance Date":  as defined in subsection 2.5(c).

                  "Issuing Lender": JPMorgan Chase Bank (or any Affiliate of
JPMorgan Chase Bank), in its capacity as issuer of the Letters of Credit and any
other U.S. Revolving Lender which the U.S. Borrower, the General Administrative
Agent and the Majority U.S. Lenders shall have approved, in its capacity as
issuer of the Letters of Credit.

                  "Joinder Agreement": a joinder agreement, substantially in the
form of Exhibit I hereto, pursuant to which a Foreign Subsidiary becomes a
Foreign Subsidiary Borrower hereunder.

                  "JPMorgan Chase Bank": JPMorgan Chase Bank, N.A.

                  "Judgment Currency": as defined in subsection 17.18(b).



                                                                              18


                  "Lear Germany": Lear Corporation Beteiligungs GmbH, a German
corporation.

                  "Lenders": as defined in the preamble hereto (and shall
include, among others, Term Lenders), provided that no Person shall become a
"Lender" hereunder after the Restatement Date without compliance with subsection
17.6(c).

                  "Lesser Period":  as defined in subsection 9.6(a).

                  "Letter of Credit Applications": (a) in the case of Standby
Letters of Credit, a letter of credit application for a Standby Letter of Credit
on the standard form of the applicable Issuing Lender for standby letters of
credit, and (b) in the case of Commercial Letters of Credit, a letter of credit
application for a Commercial Letter of Credit on the standard form of the
applicable Issuing Lender for commercial letters of credit.

                  "Letter of Credit Obligations": at any particular time, all
liabilities of the U.S. Borrower and any Subsidiary with respect to Letters of
Credit, whether or not any such liability is contingent, including (without
duplication) the sum of (a) the aggregate undrawn face amount of all Letters of
Credit then outstanding plus (b) the aggregate amount of all unpaid
Reimbursement Obligations and Subsidiary Reimbursement Obligations.

                  "Letter of Credit Participation Certificate": a participation
certificate in the form customarily used by the Issuing Lender for such purpose
at the time such certificate is issued.

                  "Letters of Credit": as defined in subsection 8.1(a).

                  "Leverage Ratio": for any date of determination the ratio of
(i) Consolidated Indebtedness on such date of determination to (ii) Consolidated
Operating Profit for the four consecutive fiscal quarters most recently ended on
or prior to such date of determination; provided that, if at any time the
aggregate amount of Indebtedness associated with Receivable Financing
Transactions exceeds $500,000,000, an amount equal to the excess over
$500,000,000 shall be included in the determination of "Consolidated
Indebtedness".

                  "LIBO Rate": in respect of any LIBO Rate CAF Advance, the
London interbank offered rate for deposits in Dollars for the period commencing
on the date of such CAF Advance and ending on the CAF Advance Maturity Date with
respect thereto which appears on Telerate Page 3750 as of 11:00 A.M., London
time, two Business Days prior to the beginning of such period.

                  "LIBO Rate CAF Advance": any CAF Advance made pursuant to a
LIBO Rate CAF Advance Request.

                  "LIBO Rate CAF Advance Request": any CAF Advance Request
requesting the Lenders to offer to make CAF Advances at an interest rate equal
to the LIBO Rate plus (or minus) a margin.

                  "Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement (other than in the ordinary course), encumbrance, lien
(statutory or other), or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement or any
Financing Lease having substantially the same economic effect as any of the
foregoing).



                                                                              19


                  "Loan Documents": the collective reference to this Agreement,
any Notes, the Drafts, the Acceptances, the Acceptance Notes, the Security
Documents and, when entered into, the Intercreditor Agreement.

                  "Loan Parties": the collective reference to the Borrowers and
each guarantor or grantor party to any Security Document.

                  "Loans": the collective reference to the Term Loans, the
Revolving Credit Loans, the Swing Line Loans, the CAF Advances and the
Multicurrency Loans.

                  "Loans to be Converted": as defined in subsection 17.8(a).

                  "Local Time": (a) with respect to a Swing Line Multicurrency
Loan requested from the United States office of the Swing Line Multicurrency
Lender or a Swing Line Dollar Loan, New York City time and (b) with respect to a
Swing Line Multicurrency Loan requested from the London office of the Swing Line
Multicurrency Lender, London time.

                  "London Banking Day": any day on which banks in London are
open for general banking business, including dealings in foreign currency and
exchange.

                  "Majority Canadian Lenders": at any time, Canadian Lenders
whose Canadian Revolving Credit Commitment Percentages aggregate more than 50%.

                  "Majority Lenders": the holders of more than 50% of (a) until
the Restatement Date, the U.S. Revolving Credit Commitments and the Term Loan
Commitments then in effect and (b) thereafter, the sum of (i) the aggregate
unpaid principal amount of the Term Loans then outstanding and (ii) the U.S.
Revolving Credit Commitments then in effect or, if the U.S. Revolving Credit
Commitments have been terminated, the Aggregate Total Revolving Outstandings;
provided that for purposes of this definition the Aggregate Total Revolving
Outstandings of each Lender shall be adjusted up or down so as to give effect to
any participations purchased or sold pursuant to subsection 17.8.

                  "Majority Multicurrency Lenders": at any time, Multicurrency
Lenders whose Multicurrency Commitment Percentages aggregate more than 50%.

                  "Majority U.S. Lenders": at any time, U.S. Revolving Lenders
whose U.S. Revolving Credit Commitment Percentages aggregate more than 50%.

                  "Managing Agents": as defined on Schedule VI hereto.

                  "Material Adverse Effect": a material adverse effect on (a)
the business, assets, operations or financial condition of the U.S. Borrower and
the Subsidiaries taken as a whole, (b) the ability of the U.S. Borrower to
perform any of its material obligations under this Agreement and the Notes to
which it is a party or (c) the material rights of or material benefits available
to the Lenders under this Agreement and the other Loan Documents.

                  "Material Indebtedness": Indebtedness (other than Indebtedness
under this Agreement), Guarantee Obligations or obligations in respect of one or
more Hedging Agreements, of any one or more of the U.S. Borrower and its
Subsidiaries in an aggregate principal amount exceeding $50,000,000. For
purposes of determining Material Indebtedness, the "principal amount" of the
obligations of the U.S. Borrower or any Subsidiary in respect of any Hedging
Agreement at any time shall be the maximum



                                                                              20




aggregate amount (giving effect to any netting agreements) that the U.S.
Borrower or such Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.

                  "Material Subsidiary": each Loan Party and any other
Subsidiary which (a) for the most recent fiscal year of the U.S. Borrower
accounted for more than 10% of Consolidated Revenues or (b) as of the end of
such fiscal year, was the owner of more than 10% of Consolidated Assets, all as
shown on the consolidated financial statements of the U.S. Borrower for such
fiscal year.

                  "Money Market Rate": as defined in subsection 3.2(b).

                  "Money Market Rate Swing Line Loan": as defined in subsection
3.2(b).

                  "Moody's": Moody's Investors Service, Inc. or any successor
thereto.

                  "Multicurrency Commitment": as to any Multicurrency Lender at
any time, its obligation to make Multicurrency Loans to, and/or participate in
Swing Line Multicurrency Loans made to, the U.S. Borrower or Foreign Subsidiary
Borrowers in an aggregate amount in Available Foreign Currencies (or U.S.
Dollars, with respect to Swing Line Multicurrency Loans denominated in U.S.
Dollars) which the U.S. Dollar Equivalent does not exceed at any time
outstanding the lesser of (a) the amount set forth opposite such Multicurrency
Lender's name in Schedule I under the heading "Multicurrency Commitment", and
(b) the U.S. Revolving Credit Commitment of such Multicurrency Lender, in each
case as such amount may be reduced from time to time as provided in subsection
7.4 and the other applicable provisions hereof.

                  "Multicurrency Commitment Percentage": as to any Multicurrency
Lender at any time, the percentage which such Multicurrency Lender's
Multicurrency Commitment then constitutes of the aggregate Multicurrency
Commitments (or, if the Multicurrency Commitments have terminated or expired,
the percentage which (a) the U.S. Dollar Equivalent of the Aggregate
Multicurrency Revolving Outstandings of such Multicurrency Lender at such time
constitutes of (b) the U.S. Dollar Equivalent of the Aggregate Multicurrency
Revolving Outstandings of all Multicurrency Lenders at such time).

                  "Multicurrency Funding Commitment Percentage": as at any date
of determination, with respect to any Multicurrency Lender, that percentage
which the Available Multicurrency Commitment of such Multicurrency Lender then
constitutes of the Aggregate Available Multicurrency Commitments.

                  "Multicurrency Lender": each Lender having an amount greater
than zero set forth opposite such Lender's name in Schedule I under the heading
"Multicurrency Commitment."

                  "Multicurrency Loans": as defined in subsection 7.1.

                  "Multiemployer Plan": a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "National Currency Unit": the unit of currency (other than a
euro unit) of a Participating Member State.

                  "Non-Canadian Lender": each U.S. Revolving Lender which is not
a U.S. Common Lender.

                  "Non-Multicurrency Lender": each U.S. Revolving Lender which
is not a Multicurrency Lender.



                                                                              21


                  "Notes": the collective reference to the U.S. Revolving Credit
Notes, the Term Notes and the Canadian Revolving Credit Notes.

                  "Notice of Multicurrency Loan Borrowing": with respect to a
Multicurrency Loan, a notice from the Borrower (or the U.S. Borrower on its
behalf) in respect of such Loan, containing the information in respect of such
Loan and delivered to the Person, in the manner and by the time (which Notice of
Multicurrency Loan Borrowing shall be received on or before 11:00 A.M., London
time, on a date which is at least three Business Days prior to the date of such
borrowing), specified for a Notice of Multicurrency Loan Borrowing in respect of
the currency of such Loan in the Administrative Schedule.

                  "Notice of Multicurrency Loan Continuation": with respect to a
Multicurrency Loan, a notice from the Borrower (or the U.S. Borrower on its
behalf) in respect of such Loan, containing the information in respect of such
Loan and delivered to the Person, in the manner and by the time, specified for a
Notice of Multicurrency Loan Continuation in respect of the currency of such
Loan in the Administrative Schedule.

                  "Obligations": collectively, the unpaid principal of and
interest on the Loans, the Reimbursement Obligations, the Subsidiary
Reimbursement Obligations, Hedging Agreement Obligations entered into by any
Borrower with any Lender (or any Affiliate of a Lender) and all other
obligations and liabilities (including, with respect to the Canadian Borrower,
Acceptance Reimbursement Obligations) of (a) the U.S. Borrower under or in
connection with this Agreement (including, without limitation, the obligations
under Section 14 hereof) and the other Loan Documents, (b) the Canadian Borrower
under this Agreement and the other Loan Documents and (c) each Foreign
Subsidiary Borrower under this Agreement and the other Loan Documents
(including, without limitation, interest accruing at the then applicable rate
provided in this Agreement or any other applicable Loan Document after the
maturity of the Loans and interest accruing at the then applicable rate provided
in this Agreement or any other applicable Loan Document after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the U.S. Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding), whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement, the Notes, the Acceptances, the Acceptance Notes, the
Letters of Credit, the Letter of Credit Applications, the other Loan Documents
or any other document made, delivered or given in connection therewith, in each
case whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agents or to the Lenders
that are required to be paid by any Borrower pursuant to the terms of this
Agreement or any other Loan Document).

                  "Other Lender": as defined in subsection 17.8(c).

                  "Participants": as defined in subsection 17.6(b).

                  "Participating Interest": with respect to any Letter of Credit
(a) in the case of the Issuing Lender with respect thereto, its interest in such
Letter of Credit and any Letter of Credit Application relating thereto after
giving effect to the granting of any participating interests therein pursuant
hereto and (b) in the case of each Participating Lender, its undivided
participating interest in such Letter of Credit and any Letter of Credit
Application relating thereto.

                  "Participating Lender": any U.S. Revolving Lender (other than
the Issuing Lender) with respect to its Participating Interest in a Letter of
Credit.



                                                                              22


                  "Participating Member State": any member state of the EMU
which has the euro as its lawful currency.

                  "Patriot Act": as defined in Section 17.21.

                  "PBGC": the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

                  "Person": an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

                  "Plan": any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "Pledge Agreements": the collective reference to the U.S.
Pledge Agreement and any other pledge agreements which secure the Obligations.

                  "Powers of Attorney": as defined in subsection 6.2(b).

                  "Pricing Grid": (a) with respect to Extensions of Credit
(other than Term Loans), as set forth below:




                                                          Applicable Margin
                                            --------------------------------------------
                                                                           ABR Loans,
                         Leverage                                        Canadian Base
                     Ratio/Index Debt       Eurodollar/Eurocurrency      Rate Loans and        Facility Fee
Category               Rating Level                  Loans              Prime Rate Loans           Rate
- --------             ----------------       -----------------------     ----------------       ------------
                                                                                   
   I              <=1.0:1.0 or => BBB+              .40%                       0%                 .10%
                      or => Baa1

  II              <=1.5:1.0 or => BBB               .50%                       0%                 .125%
                      or => Baa2

  III             <=2.00:1.00 or =>                 .60%                       0%                 .15%
                    BBB- or => Baa3

  IV              <=3.00:1.00 or =>                 .85%                       0%                 .25%
                     BB+ or => Ba1

   V              >3.00:1.00 or <                  1.00%                       0%                 .35%
                     BB+ or < Ba1


                  (b)  with respect to Term Loans, as set forth below:



                                                                              23




                                                         Applicable Margin for Term Loans
                                                         --------------------------------
                     Leverage Ratio/Index Debt
Category                    Rating Level               Eurodollar Loans           ABR Loans
- --------             -------------------------         ----------------           ---------
                                                                         
   I                <=3.00:1.00 or => BB+ or => Ba1          1.50%                  0.50%

  II                >3.00:1.00 or < BB+ or < Ba1             1.75%                  0.75%


                  Changes in the Applicable Margin resulting from changes in the
         Leverage Ratio shall become effective on the Adjustment Date and shall
         remain in effect until the next change to be effected pursuant to the
         definition of "Adjustment Date"; provided that if the financial
         statements and related compliance certificate for any fiscal period are
         not delivered by the date due pursuant to subsections 12.1 and 12.2(a),
         the Applicable Margin shall be (i) for the first five days subsequent
         to such due date, the Applicable Margin then in effect on the day prior
         to such due date, and (ii) thereafter, Category V in the case of clause
         (a) above and Category II in the case of clause (b) above, in either
         case, until the subsequent Adjustment Date. Changes in the Applicable
         Margin resulting from changes in the Index Debt rating by S&P or
         Moody's shall become effective on the Business Day following the
         announcement of such new rating. If either Moody's or S&P shall not
         have in effect a rating for the Index Debt (other than by reason of the
         circumstances referred to in the following sentence), then such rating
         agency shall be deemed to have established a rating in Category V in
         the case of clause (a) above and Category II in the case of clause (b)
         above. If the rating system of Moody's or S&P shall change, or if
         either such rating agency shall cease to be in the business of rating
         corporate debt obligations, the U.S. Borrower and the Lenders shall
         negotiate in good faith to amend this definition to reflect such
         changed rating system or the unavailability of ratings from such rating
         agency and, pending the effectiveness of any such amendment, the rating
         of the Index Debt shall be determined by reference to the rating most
         recently in effect prior to such change or cessation. The Applicable
         Margin shall be determined on the basis of the applicable Leverage
         Ratio or applicable Index Debt rating level, as the case may be, that
         yields the lower pricing.

                  "Prime Rate": at any day, the greater on such day of (a) the
rate per annum announced by the Canadian Administrative Agent from time to time
(and in effect on such day) as its prime rate for Canadian Dollar commercial
loans made in Canada, as adjusted automatically from time to time and without
notice to any of the Borrowers upon change by the Canadian Administrative Agent,
and (b) 1% above the CDOR Rate from time to time (and in effect on such day), as
advised by the Canadian Administrative Agent to the Canadian Borrower from time
to time pursuant hereto. The Prime Rate is not intended to be the lowest rate of
interest charged by the Canadian Administrative Agent in connection with
extensions of credit in Canadian Dollars to debtors.

                  "Prime Rate Loans": all Canadian Revolving Credit Loans
denominated in Canadian Dollars, which shall bear interest at a rate based upon
the Prime Rate.

                  "Professional Market Party": a "professional market party
(professionele marktparij)" under the Exemption Regulation of the Dutch Minister
of Finance (Vrijstellingsregeling WtK 1992), which includes as of the date
hereof:



                                                                              24


                  (i) banks, insurance companies, securities firms, investment
         institutions, pension funds, or subsidiaries of any of the foregoing,
         that are (a) supervised or licensed under Netherlands law or (b)
         established in a European Economic Area member state (other than the
         Netherlands), Monaco, Puerto Rico, Saudi Arabia, Turkey, South Korea,
         the United States, Japan, Australia, Canada, Mexico, New Zealand or
         Switzerland, and are adequately supervised in their country of
         establishment;

                  (ii) investment institutions which offer their participations
         exclusively to professional market parties and are not required to be
         supervised or licensed under Netherlands law;

                  (iii) institutions or enterprises having total assets of at
         least L.500,000,000 (or the equivalent thereof in another currency)
         according to the balance sheet as at the end of the financial year
         preceding the year during which the relevant transaction takes place;
         and

                   (iv) institutions, enterprises, or natural persons having a
         net equity of at least Euro 10,000,000 (or the equivalent thereof in
         another currency) as at the end of the year preceding the year during
         which the relevant transaction takes place and who or which have been
         active on the financial markets on an average of twice a month over a
         period of at least two consecutive years preceding the relevant
         transaction.


                  "Public Indebtedness": Indebtedness issued in a public
offering, Rule 144A transaction or Regulation S transaction.

                  "Quotation Day": in respect of the determination of the
Eurocurrency Rate for any Interest Period for Multicurrency Loans or the
determination of the Swing Line Multicurrency Rate for any Swing Line
Multicurrency Loans in any Available Foreign Currency, the day on which
quotations would ordinarily be given by prime banks in the London interbank
market for deposits in such Available Foreign Currency for delivery on the first
day of such Interest Period; provided, that if quotations would ordinarily be
given on more than one date, the Quotation Day for such Interest Period shall be
the last of such dates. On the date hereof, the Quotation Day in respect of any
Interest Period for any Available Foreign Currency (other than the euro) is
customarily the last London Banking Day prior to the beginning of such Interest
Period which is (a) at least two London Banking Days prior to the beginning of
such Interest Period and (b) a day on which banks are open for general banking
business in the city which is the principal financial center of the country of
issue of such Available Foreign Currency (and, in the case of Pounds Sterling,
in London); and the Quotation Day in respect of any Interest Period for the euro
is the day which is two Target Operating Days prior to the first day of such
Interest Period.

                  "Receivable Financing Transaction": any transaction or series
of transactions involving a sale for cash of accounts receivable, without
recourse based upon the collectibility of the receivables sold, by the U.S.
Borrower or any of its Subsidiaries to a Special Purpose Subsidiary and a
subsequent sale or pledge of such accounts receivable (or an interest therein)
by such Special Purpose Subsidiary, in each case without any guarantee by the
U.S. Borrower or any of its Subsidiaries (other than the Special Purpose
Subsidiary).

                  "Reference Discount Rate": on any date with respect to each
Draft requested to be accepted by a Canadian Lender, (a) if such Canadian Lender
is a Schedule I Canadian Lender, the arithmetic average of the discount rates
(expressed as a percentage calculated on the basis of a year of 365 days) quoted
by the Toronto offices of the Canadian Administrative Agent, at 10:00 A.M.
(Toronto time) on the Borrowing Date as the discount rate at which such Canadian
Administrative Agent would, in the normal course of its business, purchase on
such date Acceptances having an aggregate face amount and



                                                                              25


term to maturity as designated by the Canadian Borrower pursuant to Section 6.2
and (b) if such Canadian Lender is a Schedule II Canadian Lender, the arithmetic
average of the discount rates (expressed as a percentage calculated on the basis
of a year of 365 days) quoted by the Toronto offices of each of the Schedule II
Canadian Reference Lenders, at 10:00 A.M. (Toronto time) on the Borrowing Date
as the discount rate at which each such Schedule II Canadian Reference Lender
would, in the normal course of its business, purchase on such date Acceptances
having an aggregate face amount and term to maturity as designated by the
Canadian Borrower pursuant to subsection 6.2. The Canadian Administrative Agent
shall advise the Canadian Borrower and the Canadian Lenders, either in writing
or verbally, by 11:00 A.M. (Toronto time) on the Borrowing Date as to the
applicable Reference Discount Rate and corresponding Acceptance Purchase Price
in respect of Acceptances having the maturities selected by the Canadian
Borrower for such Borrowing Date. Notwithstanding the foregoing, the Canadian
Borrower, the Canadian Administrative Agent and the Canadian Lenders, may agree
upon alternative methods of determining the Reference Discount Rate from time to
time.

                  "Refunded Swing Line Dollar Loans": as defined in subsection
3.4(a).

                  "Refunded Swing Line Multicurrency Loans": as defined in
subsection 3.4(b).

                  "Register": as defined in subsection 17.6(d).

                  "Reimbursement Obligation": the obligation of the U.S.
Borrower to reimburse the Issuing Lender in accordance with the terms of this
Agreement and the related Letter of Credit Application for any payment made by
the Issuing Lender under any Letter of Credit.

                  "Representatives": as defined in Section 17.19.

                  "Requested Acceptances": as defined in subsection 2.5(a).

                  "Requested Canadian Revolving Credit Loans": as defined in
subsection 2.5(a).

                  "Requested Letter of Credit": as defined in subsection 2.5(c).

                  "Requested Multicurrency Loans": as defined in subsection
2.5(b).

                  "Requested Swing Line Multicurrency Loans": as defined in
subsection 2.5(d).

                  "Request for Acceptances": as defined in subsection 6.2(a).

                  "Requirement of Law": as to (a) any Person, the certificate of
incorporation and by-laws or the partnership or limited partnership agreement or
other organizational or governing documents of such Person, and any law, treaty,
rule or regulation or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject, and (b) any property, any law, treaty, rule, regulation, requirement,
judgment, decree or determination of any Governmental Authority applicable to or
binding upon such property or to which such property is subject, including,
without limitation, any Environmental Laws.

                  "Responsible Officer": with respect to any Loan Party, the
chief executive officer, the president, the chief financial officer, any vice
president, the treasurer or the assistant treasurer of such Loan Party.



                                                                              26


                  "Restatement Date": the date on which all of the conditions
precedent set forth in subsection 11.1 shall have been satisfied or waived,
which date is August 11, 2005.

                  "Revolving Credit Commitment Period": the period from and
including the Closing Date to but not including the Revolving Credit Termination
Date, or such earlier date on which the Revolving Credit Commitments shall
terminate as provided herein.

                  "Revolving Credit Commitments": the collective reference to
the U.S. Revolving Credit Commitments, the Canadian Revolving Credit Commitments
and the Multicurrency Commitments.

                  "Revolving Credit Loans": the collective reference to the U.S.
Revolving Credit Loans, the Canadian Revolving Credit Loans and the
Multicurrency Loans; each, individually, a "Revolving Credit Loan".

                  "Revolving Credit Termination Date": March 23, 2010.

                  "S&P": Standard & Poor's Rating Group or any successor to the
rating agency business thereof.

                  "Schedule I Canadian Lender": each Canadian Lender listed on
Schedule I to the Bank Act (Canada).

                  "Schedule I Canadian Reference Lender": The Bank of Nova
Scotia.

                  "Schedule II Canadian Lender": each Canadian Lender which is
not a Schedule I Canadian Lender.

                  "Schedule II Canadian Reference Lenders": one or more Schedule
II Canadian Lenders selected by the U.S. Borrower with the consent of all the
Schedule II Canadian Lenders.

                  "Securities Act": the Securities Act of 1933, as amended.

                  "Security Documents": the collective reference to the Pledge
Agreements, the Subsidiary Guarantee and each other guarantee, security document
or similar agreement that may be delivered to the General Administrative Agent
or its agents to guarantee or as collateral security for any or all of the
Obligations, in each case as amended, supplemented or otherwise modified from
time to time.

                  "Senior Managing Agents": as defined on Schedule VI hereto.

                  "Special Purpose Subsidiary": any Wholly Owned Subsidiary of
the U.S. Borrower created by the U.S. Borrower for the sole purpose of
facilitating a Receivable Financing Transaction; provided, that such Special
Purpose Subsidiary shall cease to be a Special Purpose Subsidiary if at any time
(a) such Special Purpose Subsidiary engages in any business other than
Receivable Financing Transactions and activities directly related thereto or (b)
the U.S. Borrower or any of its Subsidiaries (other than a Special Purpose
Subsidiary) or any of their respective assets incur any liability, direct or
indirect, contingent or otherwise, in respect of any obligation of a Special
Purpose Subsidiary whether arising under or in connection with any Receivable
Financing Transaction or otherwise.

                  "Specified Guarantee Obligations": the collective reference to
(a) Guarantee Obligations of (i) the U.S. Borrower under this Agreement and (ii)
of the Subsidiaries under the Subsidiary Guarantee



                                                                              27


and any Bond Guarantee, (b) Guarantee Obligations of any Subsidiary Guarantor in
respect of obligations of the U.S. Borrower or any other Subsidiary Guarantor,
(c) Guarantee Obligations of any Subsidiary that is not a Subsidiary Guarantor
in respect of obligations of any other Subsidiary that is not a Subsidiary
Guarantor, (d) Guarantee Obligations in respect of operating leases and other
contracts entered into in the ordinary course of business which do not
constitute Indebtedness, and (e) Guarantee Obligations of the U.S. Borrower in
respect of obligations of any Subsidiary that are permitted to be incurred under
this Agreement.

                  "Specified Indebtedness": the collective reference to (a)
Indebtedness in respect of the Extensions of Credit and other obligations
arising under this Agreement and, without duplication, Indebtedness of any
Subsidiary backed by Letters of Credit issued under this Agreement, (b)
Indebtedness in respect of Hedging Agreement Obligations entered into to protect
against fluctuations in interest rates, exchange rates or commodity prices and
not for speculative reasons, (c) Indebtedness incurred by a Special Purpose
Subsidiary in connection with a Receivable Financing Transaction, (d)
intercompany Indebtedness and (e) without duplication, Indebtedness incurred
under the Term Loan Facility.

                  "Specified Lender": as defined in subsection 2.5(c).

                  "Specified Liens": the collective reference to (a) Liens for
taxes not yet due or which are being contested in good faith by appropriate
proceedings; provided that adequate reserves with respect thereto are maintained
on the books of the U.S. Borrower or its Subsidiaries, as the case may be, in
conformity with GAAP (or, in the case of Foreign Subsidiaries, generally
accepted accounting principles in effect from time to time in their respective
jurisdictions of organization), (b) carriers', warehousemen's, mechanics',
materialmen's, repairmen's, suppliers or other like Liens arising in the
ordinary course of business relating to obligations not overdue for a period of
more than 60 days or which are bonded or being contested in good faith by
appropriate proceedings, (c) pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security legislation,
including any Lien securing letters of credit issued in the ordinary course of
business in connection therewith and deposits securing liabilities to insurance
carriers under insurance and self-insurance programs, (d) Liens (other than any
Lien imposed by ERISA) incurred on deposits to secure the performance of bids,
trade contracts (other than for borrowed money), leases, statutory obligations,
surety and appeal bonds, performance bonds, utility payments and other
obligations of a like nature incurred in the ordinary course of business, (e)
easements, rights-of-way, restrictions and other similar encumbrances incurred
which, in the aggregate, do not materially interfere with the ordinary conduct
of the business of the U.S. Borrower and its Subsidiaries taken as a whole, (f)
attachment, judgment or other similar Liens arising in connection with court or
arbitration proceedings fully covered by insurance or involving individually or
in the aggregate, no more than $50,000,000 at any one time, provided that the
same are discharged, or that execution or enforcement thereof is stayed pending
appeal, within 60 days or, in the case of any stay of execution or enforcement
pending appeal, within such lesser time during which such appeal may be taken,
(g) Liens securing obligations (other than obligations representing Indebtedness
for borrowed money) under operating, reciprocal easement or similar agreements
entered into in the ordinary course of business, (h) statutory Liens and rights
of offset arising in the ordinary course of business of the U.S. Borrower and
its Subsidiaries, (i) Liens in connection with leases or subleases granted to
others and the interest or title of a lessor or sublessor (other than the U.S.
Borrower or any Subsidiary of the U.S. Borrower) under any lease, (j) Liens
arising in connection with Industrial Development Bonds or other industrial
development, pollution control or other tax-favored or government-sponsored
financing transactions, provided that such liens do not at any time encumber any
property, other than the property financed by such transaction and other
property, assets or revenues related to the property so financed on which Liens
are customarily granted in connection with such transactions (in each case,
together with



                                                                              28


improvements and attachments thereto), (k) Liens on receivables subject to a
Receivable Financing Transaction, (l) Liens securing Hedging Agreement
Obligations entered into to protect against fluctuations in interest rates or
exchange rates or commodity prices and not for speculative purposes, provided
that such Liens run in favor of a Lender hereunder or a Person who was, at the
time of issuance, a Lender, (m) Liens granted pursuant to the Security Documents
and any pari passu Liens securing the Term Loan Facility and related
obligations, and (n) extensions, renewals and replacements of any Lien described
in clauses (a) through (m) above.

                  "Standby Letters of Credit": as defined in subsection 8.1(a).

                  "Subsequent Participant": any member state of the EMU that
adopts the euro as its lawful currency after January 1, 1999.

                  "Subsidiary": as to any Person, a corporation, partnership or
other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly, through one or more intermediaries, or both,
by such Person (exclusive of any Affiliate in which such Person has a minority
ownership interest). Unless otherwise qualified, all references to a
"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary
or Subsidiaries of the U.S. Borrower.

                  "Subsidiary and Secured Indebtedness": the collective
reference (without duplication) to (a) any Indebtedness of any Subsidiary, other
than Specified Indebtedness, (b) any Guarantee Obligation of any Subsidiary,
other than Specified Guarantee Obligations, (c) any Indebtedness or Guarantee
Obligation of any Person that is secured by any Lien on any property, assets or
revenues of the U.S. Borrower or any of its Subsidiaries, other than Specified
Liens. For purposes of clause (b) of the preceding sentence, the amount of any
Guarantee Obligation shall be determined as set forth in the definition of
"Guarantee Obligation" in this subsection 1.1; and for purposes of clause (c) of
the preceding sentence, the amount of any Indebtedness or Guarantee Obligation
that is secured by a Lien on any property, assets or revenues of the U.S.
Borrower or any of its Subsidiaries shall equal the lesser of (x) the amount of
any such Indebtedness or Guarantee Obligation and (y) the fair market value as
of the date of determination of the property, assets or revenues subject to such
Lien. At any time of determination, the amount of Subsidiary and Secured
Indebtedness outstanding shall be determined without duplication of any other
Subsidiary and Secured Indebtedness then outstanding.

                  "Subsidiary Guarantee": the Subsidiary Guarantee, dated as of
March 23, 2005, made by certain Subsidiaries of the U.S. Borrower in favor of
the General Administrative Agent, substantially in the form of Exhibit N, as the
same may be amended, supplemented or otherwise modified from time to time.

                  "Subsidiary Guarantor": each Subsidiary that is a guarantor
party to the Subsidiary Guarantee, so long as the Subsidiary Guarantee remains
in effect.

                  "Subsidiary Reimbursement Obligation": the obligation of any
Subsidiary to reimburse the Issuing Lender in accordance with the terms of this
Agreement and the related Letter of Credit Application for any payment made by
the Issuing Lender under any Letter of Credit.

                  "Super-Majority Lenders": the holders of 80% or more of (a)
until the Restatement Date, the U.S. Revolving Credit Commitments and the Term
Loan Commitments then in effect and (b)



                                                                              29


thereafter, the sum of (i) the aggregate unpaid principal amount of the Term
Loans then outstanding and (ii) the U.S. Revolving Credit Commitments then in
effect or, if the U.S. Revolving Credit Commitments have been terminated, the
Aggregate Total Revolving Outstandings; provided that for purposes of this
definition the Aggregate Total Revolving Outstandings of each Lender shall be
adjusted up or down so as to give effect to any participations purchased or sold
pursuant to subsection 17.8.

                  "Swing Line Dollar Borrowing": a borrowing comprised of Swing
Line Dollar Loans.

                  "Swing Line Dollar Commitment": as to the Swing Line Dollar
Lender, in its capacity as the Swing Line Dollar Lender, its obligation to make
Swing Line Dollar Loans to the U.S. Borrower which Loans shall not exceed an
aggregate principal amount at any one time outstanding of $150,000,000.

                  "Swing Line Dollar Lender": BofA, in its capacity as provider
of the Swing Line Dollar Loans.

                  "Swing Line Dollar Loans" and "Swing Line Dollar Loan": as
defined in subsection 3.1.

                  "Swing Line Lenders": the collective reference to the Swing
Line Dollar Lender and the Swing Line Multicurrency Lender.

                  "Swing Line Loans": the collective reference to each Swing
Line Dollar Loan and each Swing Line Multicurrency Loan.

                  "Swing Line Multicurrency Borrowing": a borrowing comprised of
Swing Line Multicurrency Loans.

                  "Swing Line Multicurrency Dollar Loan": each Swing Line
Multicurrency Loan denominated in U.S. Dollars requested from the United States
office of the Swing Line Multicurrency Lender.

                  "Swing Line Multicurrency Commitment": as to the Swing Line
Multicurrency Lender, in its capacity as the Swing Line Multicurrency Lender,
its obligation to make Swing Line Multicurrency Loans to the U.S. Borrower or
any Foreign Subsidiary Borrower which Loans shall not exceed an aggregate
principal amount at any one time outstanding of $150,000,000.

                  "Swing Line Multicurrency Lender": JPMorgan Chase Bank, in its
capacity as provider of the Swing Line Multicurrency Loans.

                  "Swing Line Multicurrency Loans" and "Swing Line Multicurrency
Loan": as defined in subsection 3.1.

                  "Swing Line Multicurrency Rate" shall mean with respect to any
Swing Line Multicurrency Borrowing, (a) for an Interest Period of 1 day or 7
days, the rate per annum determined by the General Administrative Agent on the
Quotation Day for such Interest Period by reference to the British Bankers'
Association Interest Settlement Rates for deposits in the currency of such
borrowing (as reflected on the applicable Telerate screen page), for a period
equal to such Interest Period or (b) for any other Interest Period, the average
(rounded upward, if necessary, to the next 1/100 of 1%) of the respective
interest rates per annum at which deposits in the currency of such Swing Line
Multicurrency Borrowing are offered for such Interest Period to major banks in
the London interbank market by JPMorgan Chase Bank on the Quotation Day.



                                                                              30


                  "Syndication Agent": as defined in the preamble hereto.

                  "Target Operating Day": any day that is not (a) a Saturday or
Sunday, (b) Christmas Day or New Year's Day or (c) any other day on which the
Trans-European Real-time Gross Settlement Operating System (or any successor
settlement system) is not operating (as determined by the General Administrative
Agent).

                  "Tax Act": the Income Tax Act (Canada), as amended from time
to time.

                  "Taxes": as defined in subsection 9.12(a).

                  "Term Commitment": as to any Term Lender, the obligation of
such Lender, if any, to make a Term Loan to the U.S. Borrower in a principal
amount not to exceed the amount set forth under the heading "Term Commitment"
opposite such Lender's name on Part (C) of Schedule I. The original aggregate
amount of the Term Commitments is $400,000,000.

                  "Term Lender": each Lender that has a Term Commitment or that
holds a Term Loan.

                  "Term Loan": as defined in subsection 2.7.

                  "Term Loan Facility": a term loan facility entered into either
(a) in the form of the Term Loans made under this Agreement or (b) under a
separate credit agreement to the extent not prohibited under this Agreement, in
either case with an aggregate principal amount not to exceed $400,000,000.

                  "Term Loan Maturity Date": February 11, 2007.

                  "Term Note": as defined in subsection 2.9(b).

                  "Term Percentage": as to any Term Lender at any time, the
percentage which such Lender's Term Commitment then constitutes of the aggregate
Term Commitments (or, at any time after the Restatement Date, the percentage
which the aggregate principal amount of such Lender's Term Loans then
outstanding constitutes of the aggregate principal amount of the Term Loans then
outstanding).

                  "Tranche": the collective reference to Eurodollar Loans,
Multicurrency Loans or Swing Line Multicurrency Loans the then current Interest
Periods with respect to all of which begin on the same date and end on the same
later date (whether or not such Loans shall originally have been made on the
same day).

                  "Transactions": the execution, delivery and performance by the
Loan Parties of the Loan Documents to which each is a party, the borrowing of
Loans hereunder, the use of the proceeds thereof and the issuance of Letters of
Credit hereunder.

                  "Transferee": as defined in subsection 17.6(f).

                  "Treaty on European Union": the Treaty of Rome of March 25,
1957, as amended by the Single European Act 1986 and the Maastricht Treaty
(which was signed at Maastricht on February 7, 1992, and came into force on
November 1, 1993), as amended from time to time.



                                                                              31


                  "Type": as to any Term Loan or U.S. Revolving Credit Loan, its
nature as an ABR Loan or a Eurodollar Loan, and as to any Canadian Revolving
Credit Loan, its nature as a Canadian Base Rate Loan or a Prime Rate Loan.

                  "U.S. Borrower": as defined in the preamble hereto.

                  "U.S. Common Lender": each U.S. Revolving Lender which has a
Counterpart Lender.

                  "U.S. Dollar Equivalent": with respect to an amount
denominated in any currency other than U.S. Dollars, the equivalent in U.S.
Dollars of such amount determined at the Exchange Rate on the date of
determination of such equivalent. In making any determination of the U.S. Dollar
Equivalent for purposes of calculating the amount of Loans to be borrowed from,
or the face amount of Acceptances to be created by, the respective Lenders on
any Borrowing Date, the General Administrative Agent or the Canadian
Administrative Agent, as the case may be, shall use the relevant Exchange Rate
in effect on the date on which the relevant Borrower delivers a borrowing notice
for such Loans or Acceptance, as the case may be, pursuant to the provisions of
this Agreement and the other Loan Documents.

                  "U.S. Dollar Funding Commitment Percentage": as at any date of
determination (after giving effect to the making and payment of any Loans made
on such date pursuant to subsection 2.5), with respect to any U.S. Revolving
Lender, that percentage which the Available U.S. Revolving Credit Commitment of
such U.S. Revolving Lender then constitutes of the Aggregate Available U.S.
Revolving Credit Commitments.

                  "U.S. Pledge Agreement": the Pledge Agreement to be executed
and delivered by the U.S. Borrower and certain of its subsidiaries in favor of
JPMorgan Chase Bank, N.A., as agent, in form and substance reasonably
satisfactory to the General Administrative Agent, as the same may be amended,
supplemented or otherwise modified from time to time.

                  "U.S. Prime Rate": the rate of interest per annum publicly
announced from time to time by the General Administrative Agent as its prime
rate in effect at its principal office in New York City. The U.S. Prime Rate is
not intended to be the lowest rate of interest charged by the General
Administrative Agent in connection with extensions of credit to borrowers.

                  "U.S. Revolving Credit Commitment": as to any U.S. Revolving
Lender at any time, its obligation to make U.S. Revolving Credit Loans to,
and/or participate in Swing Line Dollar Loans made to and Letters of Credit
issued for the account of, the U.S. Borrower and its Subsidiaries in an
aggregate amount not to exceed at any time outstanding the U.S. Dollar amount
set forth opposite such U.S. Revolving Lender's name in Schedule I under the
heading "U.S. Revolving Credit Commitment", as such amount may be reduced from
time to time pursuant to subsection 2.4 and the other applicable provisions
hereof.

                  "U.S. Revolving Credit Commitment Percentage": as to any U.S.
Revolving Lender at any time, the percentage which such U.S. Revolving Lender's
U.S. Revolving Credit Commitment then constitutes of the aggregate U.S.
Revolving Credit Commitments of all U.S. Revolving Lenders (or, if the U.S.
Revolving Credit Commitments have terminated or expired, the percentage which
(a) the Aggregate U.S. Revolving Credit Outstandings of such U.S. Revolving
Lender at such time then constitutes of (b) the Aggregate U.S. Revolving Credit
Outstandings of all U.S. Revolving Lenders at such time).

                  "U.S. Revolving Credit Loan": as defined in subsection 2.1.



                                                                              32


                  "U.S. Revolving Credit Note": as defined in subsection 2.2(e).

                  "U.S. Revolving Lenders": the Lenders listed in Part A of
Schedule I hereto which shall, in each case, have U.S. Revolving Credit
Commitments.

                  "Utilization Fee":  as defined in subsection 9.5(g).

                  "Utilization Percentage": for any calendar quarter (or such
shorter period beginning with the Closing Date or ending with the Revolving
Credit Termination Date), the percentage equivalent to a fraction (a) the
numerator of which is the average daily Aggregate Total Revolving Outstandings
of all Lenders during such calendar quarter or shorter period, if applicable;
and (b) the denominator of which is the average daily aggregate U.S. Revolving
Credit Commitments during such calendar quarter or shorter period, if applicable
(or, on any day after termination of the U.S. Revolving Credit Commitments, the
aggregate U.S. Revolving Credit Commitments in effect immediately preceding such
termination).

                  "Wholly Owned Subsidiary": as to any Person, a corporation,
partnership or other entity of which (a) 100% of the common Capital Stock or
other ownership interests of such corporation, partnership or other entity or
(b) more than 95% of the common Capital Stock or other ownership interests of
such corporation, partnership or other entity where the portion of the common
Capital Stock or other ownership interests not held by such Person is held by
other Persons to satisfy applicable legal requirements, is owned, directly or
indirectly, by such Person.

                  "Withdrawal Liability": any liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  1.2 Other Definitional Provisions. (a)Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the Notes, the other Loan Documents or any certificate or
other document made or delivered pursuant hereto.

                  (b) As used herein and in the Notes and any other Loan
Document, and any certificate or other document made or delivered pursuant
hereto or thereto, accounting terms relating to the U.S. Borrower and its
Subsidiaries not defined in subsection 1.1 and accounting terms partly defined
in subsection 1.1, to the extent not defined, shall have the respective meanings
given to them under GAAP.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  SECTION  2. AMOUNT AND TERMS OF U.S. REVOLVING CREDIT
                              COMMITMENTS AND TERM LOAN COMMITMENTS


                  2.1 U.S. Revolving Credit Commitments. (a) Subject to the
terms and conditions hereof, each U.S. Revolving Lender severally agrees to make
revolving credit loans (each, a "U.S. Revolving Credit Loan") in U.S. Dollars to
the U.S. Borrower from time to time during the Revolving



                                                                              33


Credit Commitment Period so long as after giving effect thereto (i) the
Available U.S. Revolving Credit Commitment of each U.S. Revolving Lender is
greater than or equal to zero and (ii) the Aggregate Total Revolving
Outstandings of all Lenders do not exceed the Aggregate U.S. Revolving Credit
Commitments. During the Revolving Credit Commitment Period, the U.S. Borrower
may use the U.S. Revolving Credit Commitments by borrowing, prepaying the U.S.
Revolving Credit Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof.

                  (b) The U.S. Revolving Credit Loans may from time to time be
(i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as
determined by the U.S. Borrower and notified to the General Administrative Agent
in accordance with subsections 2.3 and 9.2, provided that no U.S. Revolving
Credit Loan shall be made as a Eurodollar Loan after the day that is one month
prior to the Revolving Credit Termination Date.

                  2.2 Repayment of U.S. Revolving Credit Loans; Evidence of
Debt. (a) The U.S. Borrower hereby unconditionally promises to pay to the
General Administrative Agent for the account of each U.S. Revolving Lender the
then unpaid principal amount of each U.S. Revolving Credit Loan of such U.S.
Revolving Lender (whether made before or after the termination or expiration of
the U.S. Revolving Credit Commitments) on the Revolving Credit Termination Date
and on such other date(s) and in such other amounts as may be required from time
to time pursuant to this Agreement. The U.S. Borrower hereby further agrees to
pay interest on the unpaid principal amount of the U.S. Revolving Credit Loans
from time to time outstanding until payment thereof in full at the rates per
annum, and on the dates, set forth in subsection 9.1.

                  (b) Each U.S. Revolving Lender shall maintain in accordance
with its usual practice an account or accounts evidencing indebtedness of the
U.S. Borrower to such U.S. Revolving Lender resulting from each U.S. Revolving
Credit Loan of such U.S. Revolving Lender from time to time, including the
amounts of principal and interest payable thereon and paid to such U.S.
Revolving Lender from time to time under this Agreement.

                  (c) The General Administrative Agent (together with the
Canadian Administrative Agent) shall maintain the Register pursuant to
subsection 17.6(d), and a subaccount therein for each U.S. Revolving Lender, in
which shall be recorded (i) the date and amount of each U.S. Revolving Credit
Loan made hereunder, the Type thereof and each Interest Period applicable
thereto, (ii) the date of each continuation thereof pursuant to subsection 9.2,
(iii) the date of each conversion of all or a portion thereof to another Type
pursuant to subsection 9.2, (iv) the date and amount of any principal or
interest due and payable or to become due and payable from the U.S. Borrower to
each U.S. Revolving Lender hereunder in respect of the U.S. Revolving Credit
Loans and (v) both the date and amount of any sum received by the General
Administrative Agent hereunder from the U.S. Borrower in respect of the U.S.
Revolving Credit Loans and each U.S. Revolving Lender's share thereof.

                  (d) The entries made in the Register and the accounts of each
U.S. Revolving Lender maintained pursuant to subsection 2.2(b) shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the U.S. Borrower therein recorded; provided,
however, that the failure of any U.S. Revolving Lender or the Administrative
Agents to maintain the Register or any such account, or any error therein, shall
not in any manner affect the obligations of the U.S. Borrower to repay (with
applicable interest) the U.S. Revolving Credit Loans made to the U.S. Borrower
by such U.S. Revolving Lender in accordance with the terms of this Agreement.



                                                                              34


                  (e) The U.S. Borrower agrees that, upon the request to the
General Administrative Agent by any U.S. Revolving Lender, the U.S. Borrower
will execute and deliver to such U.S. Revolving Lender a promissory note of the
U.S. Borrower evidencing the Revolving Credit Loans of such U.S. Revolving
Lender, substantially in the form of Exhibit A-1 with appropriate insertions as
to date and principal amount (each, a "U.S. Revolving Credit Note"); provided,
that the delivery of such U.S. Revolving Credit Notes shall not be a condition
precedent to the Restatement Date.

                  2.3 Procedure for U.S. Revolving Credit Borrowing. The U.S.
Borrower may borrow under the U.S. Revolving Credit Commitments during the
Revolving Credit Commitment Period on any Business Day, provided that the U.S.
Borrower shall give the General Administrative Agent irrevocable notice (which
notice must be received by the General Administrative Agent prior to 12:00 Noon,
New York City time, at least (a) three Business Days prior to the requested
Borrowing Date, if all or any part of the requested U.S. Revolving Credit Loans
are to be initially Eurodollar Loans, or (b) one Business Day prior to the
requested Borrowing Date, otherwise), specifying in each case (i) the amount to
be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is
to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the
borrowing is to be entirely or partly of Eurodollar Loans, the amount of such
Type of Loan and the length of the initial Interest Period therefor. Each
borrowing under the U.S. Revolving Credit Commitments (other than a borrowing
under subsection 2.5, subsection 3.4 or to pay a like amount of Reimbursement
Obligations or Subsidiary Reimbursement Obligations) shall be in an amount equal
to (A) in the case of ABR Loans, except any ABR Loan made pursuant to subsection
3.4, $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the
then Aggregate Available U.S. Revolving Credit Commitments are less than
$10,000,000, such lesser amount) and (B) in the case of Eurodollar Loans,
$10,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of
any such notice from the U.S. Borrower, the General Administrative Agent shall
promptly notify each U.S. Revolving Lender and the Canadian Administrative Agent
thereof. Not later than 12:00 Noon, New York City time, on each requested
Borrowing Date each U.S. Revolving Lender shall make an amount equal to its U.S.
Dollar Funding Commitment Percentage of the principal amount of the U.S.
Revolving Credit Loans requested to be made on such Borrowing Date available to
the General Administrative Agent at its office specified in subsection 17.2 in
U.S. Dollars and in immediately available funds. Except as otherwise provided in
subsection 2.5 or 3.4, the General Administrative Agent shall on such date
credit the account of the U.S. Borrower on the books of such office with the
aggregate of the amounts made available to the General Administrative Agent by
the U.S. Revolving Lenders and in like funds as received by the General
Administrative Agent.

                  2.4 Termination or Reduction of U.S. Revolving Credit
Commitments. The U.S. Borrower shall have the right, upon not less than five
Business Days' notice to the General Administrative Agent, to terminate the U.S.
Revolving Credit Commitments or, from time to time, to reduce the amount of the
U.S. Revolving Credit Commitments; provided that no such termination or
reduction shall be permitted if, after giving effect thereto and to any
prepayments of the Loans made on the effective date thereof, the Available U.S.
Revolving Credit Commitment or Available Multicurrency Commitment of any U.S.
Revolving Lender, or the Available Canadian Revolving Credit Commitment of any
Canadian Lender, would be less than zero. Any such reduction shall be in an
amount equal to $2,500,000 or a whole multiple of $500,000 in excess thereof and
shall reduce permanently the U.S. Revolving Credit Commitments then in effect.

                  2.5 Borrowings of U.S. Revolving Credit Loans and Refunding of
Loans. (a) If on any Borrowing Date on which the Canadian Borrower has requested
the Canadian Lenders to make Canadian Revolving Credit Loans (the "Requested
Canadian Revolving Credit Loans") or to create Acceptances (the "Requested
Acceptances"), (i) the sum of (A) the principal amount of the Requested




                                                                              35


Canadian Revolving Credit Loans to be made by any Canadian Lender and (B) the
aggregate undiscounted face amount of the Requested Acceptances to be created by
such Canadian Lender exceeds the Available Canadian Revolving Credit Commitment
of such Canadian Lender on such Borrowing Date (before giving effect to the
making and payment of any Loans required to be made pursuant to this subsection
2.5 on such Borrowing Date) and (ii) the U.S. Dollar Equivalent of the amount of
such excess is less than or equal to the aggregate Available U.S. Revolving
Credit Commitments of all Non-Canadian Lenders (before giving effect to the
making and payment of any Loans pursuant to this subsection 2.5 on such
Borrowing Date), each Non-Canadian Lender shall make a U.S. Revolving Credit
Loan to the U.S. Borrower on such Borrowing Date, and the proceeds of such U.S.
Revolving Credit Loans shall be simultaneously applied to repay outstanding U.S.
Revolving Credit Loans and/or Multicurrency Loans of the U.S. Common Lenders (as
directed by the U.S. Borrower) in each case in amounts such that, after giving
effect to (1) such borrowings and repayments and (2) the borrowing from the
Canadian Lenders of the Requested Canadian Revolving Credit Loans or the
creation by the Canadian Lenders of the Requested Acceptances, the Committed
Revolving Outstandings Percentage of each U.S. Revolving Lender will equal (as
nearly as possible) its U.S. Revolving Credit Commitment Percentage. To effect
such borrowings and repayments, (x) not later than 12:00 Noon, New York City
time, on such Borrowing Date, the proceeds of such U.S. Revolving Credit Loans
shall be made available by each Non-Canadian Lender to the General
Administrative Agent at its office specified in subsection 17.2 in U.S. Dollars
and in immediately available funds and the General Administrative Agent shall
apply the proceeds of such U.S. Revolving Credit Loans toward repayment of
outstanding U.S. Revolving Credit Loans and/or Multicurrency Loans of the U.S.
Common Lenders (as directed by the U.S. Borrower) and (y) concurrently with the
repayment of such Loans on such Borrowing Date, (I) the Canadian Lenders shall,
in accordance with the applicable provisions hereof, make the Requested Canadian
Revolving Credit Loans (or create the Requested Acceptances) in an aggregate
amount equal to the amount so requested by the Canadian Borrower (but not in any
event greater than the Aggregate Available Canadian Revolving Credit Commitments
after giving effect to the making of such repayment of any Loans on such
Borrowing Date) and (II) the relevant Borrower shall pay to the General
Administrative Agent for the account of the Lenders whose Loans to such Borrower
are repaid on such Borrowing Date pursuant to this subsection 2.5 all interest
accrued on the amounts repaid to the date of repayment, together with any
amounts payable pursuant to subsection 9.11 in connection with such repayment.

                  (b) If on any Borrowing Date on which a Borrower has requested
the Multicurrency Lenders to make Multicurrency Loans (the "Requested
Multicurrency Loans"), (i) the principal amount of the Requested Multicurrency
Loans to be made by any Multicurrency Lender exceeds the Available Multicurrency
Commitment of such Multicurrency Lender on such Borrowing Date (before giving
effect to the making and payment of any Loans required to be made pursuant to
this subsection 2.5 on such Borrowing Date) and (ii) the U.S. Dollar Equivalent
of the amount of such excess is less than or equal to the aggregate Available
U.S. Revolving Credit Commitments of all Non-Multicurrency Lenders (before
giving effect to the making and payment of any Loans pursuant to this subsection
2.5 on such Borrowing Date), each Non-Multicurrency Lender shall make a U.S.
Revolving Credit Loan to the U.S. Borrower on such Borrowing Date, and the
proceeds of such U.S. Revolving Credit Loans shall be simultaneously applied to
repay outstanding U.S. Revolving Credit Loans, Canadian Revolving Credit Loans
and/or Multicurrency Loans of the Multicurrency Lenders or their Counterpart
Lenders (as directed by the U.S. Borrower) in each case in amounts such that,
after giving effect to (1) such borrowings and repayments and (2) the borrowing
from the Multicurrency Lenders of the Requested Multicurrency Loans, the
Committed Revolving Outstandings Percentage of each U.S. Revolving Lender will
equal (as nearly as possible) its U.S. Revolving Credit Commitment Percentage.
To effect such borrowings and repayments, (x) not later than 12:00 Noon, New
York City time, on such Borrowing Date, the proceeds of such U.S. Revolving
Credit Loans shall be made available by each Non-Multicurrency Lender to the
General




                                                                              36


Administrative Agent at its office specified in subsection 17.2 in U.S. Dollars
and in immediately available funds and the General Administrative Agent shall
apply the proceeds of such U.S. Revolving Credit Loans toward repayment of
outstanding U.S. Revolving Credit Loans, Canadian Revolving Credit Loans and/or
Multicurrency Loans of the Multicurrency Lenders or their Counterpart Lenders
(as directed by the U.S. Borrower) and (y) concurrently with the repayment of
such Loans on such Borrowing Date, (I) the Multicurrency Lenders shall, in
accordance with the applicable provisions hereof, make the Requested
Multicurrency Loans in an aggregate amount equal to the amount so requested by
such Borrower (but not in any event greater than the Aggregate Available
Multicurrency Commitments after giving effect to the making of such repayment of
any Loans on such Borrowing Date) and (II) the relevant Borrower shall pay to
the General Administrative Agent for the account of the Lenders whose Loans to
such Borrower are repaid on such Borrowing Date pursuant to this subsection 2.5
all interest accrued on the amounts repaid to the date of repayment, together
with any amounts payable pursuant to subsection 9.11 in connection with such
repayment.

                  (c) If on any date on which the U.S. Borrower has requested an
Issuing Lender to issue a Letter of Credit (the "Requested Letter of Credit";
the date on which such Requested Letter of Credit is to be issued, the "Issuance
Date"), (i) the Available U.S. Revolving Credit Commitment of any U.S. Revolving
Lender (each such Lender, a "Specified Lender") would be equal to or less than
zero (after giving effect to the issuance of such Requested Letter of Credit,
but before giving effect to the making and payment of any Loans required to be
made pursuant to this subsection 2.5 on such Issuance Date) and (ii) the U.S.
Dollar Equivalent of the aggregate amount by which the Available U.S. Revolving
Credit Commitments of all Specified Lenders would be less than zero is less than
or equal to the aggregate Available U.S. Revolving Credit Commitments of all
U.S. Revolving Lenders (before giving effect to the making and payment of any
Loans pursuant to this subsection 2.5 on such Issuance Date), each U.S.
Revolving Lender other than a Specified Lender shall make a U.S. Revolving
Credit Loan to the U.S. Borrower on such Issuance Date, and the proceeds of such
U.S. Revolving Credit Loans shall be simultaneously applied to repay outstanding
U.S. Revolving Credit Loans, Canadian Revolving Credit Loans and/or
Multicurrency Loans of the Specified Lenders or their Counterpart Lenders (as
directed by the U.S. Borrower) in each case in amounts such that, after giving
effect to (1) such borrowings and repayments and (2) the issuance of the
Requested Letter of Credit, the Committed Revolving Outstandings Percentage of
each U.S. Revolving Lender will equal (as nearly as possible) its U.S. Revolving
Credit Commitment Percentage. To effect such borrowings, issuance and
repayments, (x) not later than 12:00 Noon, New York City time, on such Issuance
Date, the proceeds of such U.S. Revolving Credit Loans shall be made available
by each U.S. Revolving Lender other than a Specified Lender to the General
Administrative Agent at its office specified in subsection 17.2 in U.S. Dollars
and in immediately available funds and the General Administrative Agent shall
apply the proceeds of such U.S. Revolving Credit Loans toward repayment of
outstanding U.S. Revolving Credit Loans, Canadian Revolving Credit Loans and/or
Multicurrency Loans of the Specified Lenders or their Counterpart Lenders (as
directed by the U.S. Borrower) and (y) concurrently with the repayment of such
Loans on such Issuance Date, (I) the relevant Issuing Lender shall, in
accordance with the applicable provisions hereof, issue the Requested Letter of
Credit and (II) the relevant Borrower shall pay to the General Administrative
Agent for the account of the Lenders whose Loans to such Borrower are repaid on
such Issuance Date pursuant to this subsection 2.5 all interest accrued on the
amounts repaid to the date of repayment, together with any amounts payable
pursuant to subsection 9.11 in connection with such repayment.

                  (d) If on any Borrowing Date on which a Borrower has requested
the Swing Line Multicurrency Lender to make Swing Line Multicurrency Loans (the
"Requested Swing Line Multicurrency Loans"), (i) the principal amount of the
Requested Swing Line Multicurrency Loans to be made by the Swing Line
Multicurrency Lender exceeds the Aggregate Available Multicurrency




                                                                              37


Commitments on such Borrowing Date (before giving effect to the making and
payment of any Loans required to be made pursuant to this subsection 2.5 on such
Borrowing Date) and (ii) the U.S. Dollar Equivalent of the amount of such excess
is less than or equal to the aggregate Available U.S. Revolving Credit
Commitments of all Non-Multicurrency Lenders (before giving effect to the making
and payment of any Loans pursuant to this subsection 2.5 on such Borrowing
Date), each Non-Multicurrency Lender shall make a U.S. Revolving Credit Loan to
the U.S. Borrower on such Borrowing Date, and the proceeds of such U.S.
Revolving Credit Loans shall be simultaneously applied to repay outstanding U.S.
Revolving Credit Loans, Canadian Revolving Credit Loans and/or Multicurrency
Loans of the Multicurrency Lenders or their Counterpart Lenders (as directed by
the U.S. Borrower) in amounts such that, after giving effect to (1) such
borrowings and repayments and (2) the borrowing from the Swing Line
Multicurrency Lender of the Requested Swing Line Multicurrency Loans, the
Committed Revolving Outstandings Percentage of each U.S. Revolving Lender will
equal (as nearly as possible) its U.S. Revolving Credit Commitment Percentage.
To effect such borrowings and repayments, (x) not later than 12:00 Noon, New
York City time, on such Borrowing Date, the proceeds of such U.S. Revolving
Credit Loans shall be made available by each Non-Multicurrency Lender to the
General Administrative Agent at its office specified in subsection 17.2 in U.S.
Dollars and in immediately available funds and the General Administrative Agent
shall apply the proceeds of such U.S. Revolving Credit Loans toward repayment of
outstanding U.S. Revolving Credit Loans, Canadian Revolving Credit Loans and/or
Multicurrency Loans of the Multicurrency Lenders or their Counterpart Lenders
(as directed by the U.S. Borrower) and (y) concurrently with the repayment of
such Loans on such Borrowing Date, (I) the Swing Line Multicurrency Lender
shall, in accordance with the applicable provisions hereof, make the Requested
Swing Line Multicurrency Loans in an aggregate amount equal to the amount so
requested by such Borrower (but not in any event greater than the Aggregate
Available Multicurrency Commitments, after giving effect to the making of such
repayment of any Loans on such Borrowing Date) and (II) the relevant Borrower
shall pay to the General Administrative Agent for the account of the Lenders
whose Loans to such Borrower are repaid on such Borrowing Date pursuant to this
subsection 2.5 all interest accrued on the amounts repaid to the date of
repayment, together with any amounts payable pursuant to subsection 9.11 in
connection with such repayment.

                  (e) If any borrowing of U.S. Revolving Credit Loans is
required pursuant to this subsection 2.5, the U.S. Borrower shall notify the
General Administrative Agent in the manner provided for U.S. Revolving Credit
Loans in subsection 2.3, except that the minimum borrowing amounts and threshold
multiples in excess thereof applicable to ABR Loans set forth in subsection 2.3
shall not be applicable to the extent that such minimum borrowing amounts exceed
the amounts of U.S. Revolving Credit Loans required to be made pursuant to this
subsection 2.5.

                  2.6 Increase in U.S. Revolving Credit Commitments. The U.S.
Borrower may, at any time by notice to the General Administrative Agent, propose
an increase in the U.S. Revolving Credit Commitments (each such proposed
increase being a "Commitment Increase") either by having a U.S. Revolving Lender
increase its U.S. Revolving Credit Commitment then in effect (each an
"Increasing Lender") or by adding as a U.S. Revolving Lender with a new U.S.
Revolving Credit Commitment which is not then a U.S. Revolving Lender hereunder
(each an "Assuming Lender") (with, in the case of any Commitment Increase
provided by an Assuming Lender, the approval of the General Administrative
Agent, each Issuing Lender and the Swing Line Dollar Lender, which consent shall
not be unreasonably withheld), which notice shall specify the name of each
Increasing Lender and/or Assuming Lender, as applicable, the amount of the
Commitment Increase and the portion thereof being assumed by each such
Increasing Lender or Assuming Lender, and the date on which such Commitment
Increase is to be effective (the "Commitment Increase Date") (which shall be a
Business Day at least three Business Days after delivery of such notice and 30
days prior to the Commitment Termination Date); provided, that:




                                                                              38


                  (a) the minimum amount of the increase of the U.S. Revolving
         Credit Commitment of any Increasing Lender, and the minimum amount of
         the U.S. Revolving Credit Commitment of any Assuming Lender, as part of
         any Commitment Increase shall be $10,000,000 or a larger multiple of
         $10,000,000;

                  (b) immediately after giving effect to any Commitment
         Increase, the Aggregate U.S. Revolving Credit Commitments hereunder
         shall not exceed $2,500,000,000;

                  (c) no Default or Event of Default shall have occurred and be
         continuing on the relevant Commitment Increase Date or shall result
         from any Commitment Increase;

                  (d) the General Administrative Agent shall have received (i) a
         copy of the resolutions, in form and substance satisfactory to the
         General Administrative Agent, of the Board of Directors or the
         Executive Committee of the Board of Directors of the U.S. Borrower
         authorizing the borrowings contemplated pursuant to such increase,
         certified by the Secretary or an Assistant Secretary of the U.S.
         Borrower and (ii) from any Assuming Lender, any administrative
         information reasonably requested from the General Administrative Agent;

                  (e) the representations and warranties contained in Article X
         (other than Section 10.2), and in each of the other Loan Documents, are
         complete and correct in all material respects, as if made on and as of
         such date (or, if any such representation or warranty is expressly
         stated to have been made as of a specific date, as of such specific
         date); and

                  (f) immediately after giving effect to any Commitment
         Increase, no U.S. Revolving Lender's U.S. Revolving Credit Commitment
         shall exceed 25% of the Aggregate U.S. Revolving Credit Commitments.

Each Commitment Increase (and the increase of the U.S. Revolving Credit
Commitment of each Increasing Lender and/or the new U.S. Revolving Credit
Commitment of each Assuming Lender, as applicable, resulting therefrom) shall
become effective as of the relevant Commitment Increase Date upon receipt by the
General Administrative Agent, on or prior to 11:00 a.m., New York City time, on
such Commitment Increase Date, of (A) a certificate of a duly authorized officer
of the U.S. Borrower stating that the conditions with respect to such Commitment
Increase under this subsection 2.6 have been satisfied and (B) an agreement, in
form and substance reasonably satisfactory to the U.S. Borrower and the General
Administrative Agent, pursuant to which, effective as of such Commitment
Increase Date, the U.S. Revolving Credit Commitment of each such Increasing
Lender shall be increased and/or each such Assuming Lender shall undertake a
U.S. Revolving Credit Commitment, duly executed by such Increasing Lender or
Assuming Lender, as the case may be, and the Borrower and acknowledged by each
Person for whom consent is required. Upon the General Administrative Agent's
receipt of a fully executed agreement from each Increasing Lender and/or
Assuming Lender referred to in clause (B) above, together with the certificate
referred to in clause (A) above, the General Administrative Agent shall record
the information contained in each such agreement in the Register and give prompt
notice of the relevant Commitment Increase to the Borrowers and the Lenders
(including, if applicable, each Assuming Lender). On each Commitment Increase
Date, in the event U.S. Revolving Credit Loans or Swing Line Dollar Loans are
then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall
make available to the General Administrative Agent such amounts in immediately
available funds as such General Administrative Agent shall determine, for the
benefit of the other relevant U.S. Revolving Lenders, as being required in order
to cause, after giving effect to such increase and the application of such
amounts to make payments to such other relevant U.S. Revolving Lenders, the U.S.
Revolving




                                                                              39


Credit Loans (and risk participations in outstanding Swing Line Dollar Loans) to
be held ratably by all U.S. Revolving Lenders in accordance with their
respective U.S. Revolving Credit Commitments, (ii) the U.S. Borrower shall be
deemed to have prepaid and reborrowed all outstanding U.S. Revolving Credit
Loans and Swing Line Dollar Loans as of such Commitment Increase Date (with such
borrowing to consist of the Loans, with related Interest Periods if applicable,
specified in a notice delivered by the U.S. Borrower in accordance with the
requirements of subsection 2.3 (with respect to U.S. Revolving Credit Loans) or
subsection 3.1 (with respect to Swing Line Dollar Loans)) and (iii) the U.S.
Borrower shall pay to the relevant U.S. Revolving Lenders the amounts, if any,
payable under subsection 9.11 as a result of such prepayment.

                  2.7 Term Loan Commitments. Subject to the terms and conditions
hereof, each Term Lender severally agrees to make a term loan (a "Term Loan") to
the U.S. Borrower on the Restatement Date in an amount not to exceed the amount
of the Term Commitment of such Term Lender. The Term Loans may from time to time
be Eurodollar Loans or ABR Loans, as determined by the U.S. Borrower and
notified to the General Administrative Agent in accordance with subsections 2.8
and 9.2.

                  2.8 Procedure for Term Loan Borrowing. The U.S. Borrower shall
give the General Administrative Agent irrevocable notice (which notice must be
received by the General Administrative Agent prior to 10:00 A.M., New York City
time, one Business Day prior to the anticipated Restatement Date) requesting
that the Term Lenders make the Term Loans on the Restatement Date and specifying
the amount to be borrowed. The Term Loans made on the Restatement Date shall
initially be ABR Loans (or, in the event that the U.S. Borrower executes a
pre-funding indemnity agreement reasonably acceptable to the General
Administrative Agent, Eurodollar Loans). Upon receipt of such notice, the
General Administrative Agent shall promptly notify each Term Lender thereof. Not
later than 12:00 Noon, New York City time, on the Restatement Date, each Term
Lender shall make available to the General Administrative Agent at its office
specified in subsection 17.2 an amount in immediately available funds equal to
the Term Loan or Term Loans to be made by such Term Lender. The General
Administrative Agent shall credit the account of the U.S. Borrower on the books
of such office of the General Administrative Agent with the aggregate of the
amounts made available to the General Administrative Agent by the Term Lenders
in immediately available funds.

                  2.9 Repayment of Term Loans; Evidence of Debt. (a) The Term
Loan of each Term Lender shall be payable in full on the Term Loan Maturity
Date.

                  (b) The U.S. Borrower agrees that, upon the request to the
General Administrative Agent by any Term Lender, the U.S. Borrower will execute
and deliver to such Term Lender a promissory note of the U.S. Borrower
evidencing the Term Loans of such Term Lender, substantially in the form of
Exhibit A-2 with appropriate insertions as to date and principal amount (each, a
"Term Note"); provided, that the delivery of such Term Notes shall not be a
condition precedent to the Restatement Date.

                  SECTION 3. AMOUNT AND TERMS OF SWING LINE COMMITMENTS

                  3.1 Swing Line Commitments. Subject to the terms and
conditions hereof, (a) the Swing Line Dollar Lender agrees to make swing line
loans (individually, a "Swing Line Dollar Loan"; collectively, the "Swing Line
Dollar Loans") in U.S. Dollars to the U.S. Borrower from time to time during the
Revolving Credit Commitment Period in an aggregate principal amount at any one
time outstanding not to exceed the Swing Line Dollar Commitment, so long as
after giving effect thereto (i) the




                                                                              40


Available U.S. Revolving Credit Commitment of each U.S. Revolving Lender is
greater than or equal to zero and (ii) the Aggregate Total Revolving
Outstandings of all Lenders do not exceed the Aggregate U.S. Revolving Credit
Commitments and (b) the Swing Line Multicurrency Lender agrees to make swing
line loans (individually, a "Swing Line Multicurrency Loan"; collectively, the
"Swing Line Multicurrency Loans") in U.S. Dollars, euros, Pounds Sterling or any
other Available Foreign Currency to the U.S. Borrower or any Foreign Subsidiary
Borrower from time to time during the Revolving Credit Commitment Period in an
aggregate principal amount at any one time outstanding such that the U.S. Dollar
Equivalent of outstanding Swing Line Multicurrency Loans does not exceed the
Swing Line Multicurrency Commitment, and so long as after giving effect thereto
(i) the Available Multicurrency Commitment of each Multicurrency Lender is
greater than or equal to zero and (ii) the Aggregate Total Revolving
Outstandings of all Lenders do not exceed the Aggregate U.S. Revolving Credit
Commitments. Amounts borrowed by the U.S. Borrower or the relevant Foreign
Subsidiary Borrower under this Section 3 may be repaid and, during the Revolving
Credit Commitment Period, reborrowed.

                  3.2 Procedure for Swing Line Borrowings; Interest Rate. (a)
The U.S. Borrower or any Foreign Subsidiary Borrower shall give the Swing Line
Dollar Lender or the Swing Line Multicurrency Lender, as the case may be, (with
a copy to the General Administrative Agent) irrevocable notice (which notice
must be received by the relevant Swing Line Lender prior to 11:00 A.M., Local
Time on the requested Borrowing Date (or, with respect to Swing Line
Multicurrency Loans denominated in Swedish Kroner, on the Business Day before
the requested Borrowing Date)) specifying (i) in the case of a Swing Line
Multicurrency Borrowing, the Borrower requesting such borrowing, (ii) the
requested date (which shall be a Business Day), (iii) in the case of a Swing
Line Multicurrency Borrowing, whether such borrowing is to be denominated in
U.S. Dollars, euros, Pounds Sterling or, subject to such advance notice
requirement that may be specified by the Swing Line Multicurrency Lender, any
Available Foreign Currency, (iv) the amount of the requested Swing Line Dollar
Borrowing (expressed in Dollars) or Swing Line Multicurrency Borrowing
(expressed in U.S. Dollars, euros, Pounds Sterling or such other Available
Foreign Currency), as applicable, and (v) in the case of a Swing Line
Multicurrency Borrowing (other than a Swing Line Multicurrency Dollar Loan), the
Interest Period to be applicable thereto; provided, that the amount of the
requested Swing Line Dollar Loan or Swing Line Multicurrency Loan shall be in an
aggregate principal amount of not less than the U.S. Dollar Equivalent of
$100,000 (or, with respect to Swing Line Dollar Loans only, a whole multiple of
$100,000 in excess thereof). The proceeds of each Swing Line Dollar Loan will be
made available by the Swing Line Dollar Lender to the U.S. Borrower at the
office specified in the notice referred to above by crediting the account of the
U.S. Borrower at such office with such proceeds in U.S. Dollars. The proceeds of
each Swing Line Multicurrency Loan will be made available by the Swing Line
Multicurrency Lender to the relevant Borrower at the office specified in the
notice referred to above by crediting the account of such Borrower at such
office with such proceeds in the requested currency.

                  (b) Unless otherwise agreed between the U.S. Borrower and the
Swing Line Dollar Lender (or, with respect to Swing Line Multicurrency Dollar
Loans only, the Swing Line Multicurrency Lender), each Swing Line Dollar Loan
and Swing Line Multicurrency Dollar Loan shall be an ABR Loan. Any such ABR Loan
may not be converted into a Eurodollar Loan. If, however, the U.S. Borrower and
the Swing Line Dollar Lender (or, with respect to Swing Line Multicurrency
Dollar Loans only, the Swing Line Multicurrency Lender) agree that a Swing Line
Dollar Loan or a Swing Line Multicurrency Dollar Loan, as applicable (each, a
"Money Market Rate Swing Line Loan") shall bear interest at a fixed interest
rate (a "Money Market Rate") for a fixed interest period of up to seven days,
such Money Market Rate Swing Line Loan shall bear interest for such interest
period at such interest rate so agreed upon. If a Money Market Rate Swing Line
Loan is not repaid on the last day of the interest period with respect thereto,
it shall on such date be converted automatically to an ABR Loan. A Money Market
Rate Swing




                                                                              41


Line Loan shall not be optionally prepayable prior to the last day of the
interest period with respect thereto except with the consent of the Swing Line
Dollar Lender (or, with respect to Swing Line Multicurrency Dollar Loans only,
the Swing Line Multicurrency Lender).

                  3.3 Repayment of Swing Line Loans; Evidence of Debt. (a) The
U.S. Borrower hereby unconditionally promises to pay to the Swing Line Dollar
Lender the then unpaid principal amount of the Swing Line Dollar Loans on the
Revolving Credit Termination Date and on such other dates and in such other
amounts as may be required from time to time pursuant to this Agreement. The
U.S. Borrower hereby further agrees to pay interest to the Swing Line Dollar
Lender on the unpaid principal amount of the Swing Line Dollar Loans made by the
Swing Line Dollar Lender from time to time outstanding until payment thereof in
full at the rates per annum, and on the dates, set forth in subsection 9.1. On
each date of payment of principal of a Swing Line Dollar Loan to the Swing Line
Dollar Lender, the U.S. Borrower shall provide written notice of such payment to
the General Administrative Agent to be received by the General Administrative
Agent on the date of such payment.

                  (b) Each of the U.S. Borrower and each Foreign Subsidiary
Borrower hereby unconditionally promises to pay to the Swing Line Multicurrency
Lender the then unpaid principal amount of the Swing Line Multicurrency Loans
made to such Borrower on the Revolving Credit Termination Date and on such other
dates and in such other amounts as may be required from time to time pursuant to
this Agreement. Each of the U.S. Borrower and each Foreign Subsidiary Borrower
hereby further agrees to pay interest to the Swing Line Multicurrency Lender on
the unpaid principal amount of the Swing Line Multicurrency Loans made by the
Swing Line Multicurrency Lender to such Borrower from time to time outstanding
until payment thereof in full at the rates per annum, and on the dates, set
forth in subsection 9.1. On each date of payment of principal of a Swing Line
Multicurrency Loan to the Swing Line Multicurrency Lender, the relevant Borrower
shall provide written notice of such payment to the General Administrative Agent
to be received by the General Administrative Agent on the date of such payment.

                  (c) Each Swing Line Lender shall maintain in accordance with
its usual practice an account or accounts evidencing indebtedness of the U.S.
Borrower and, with respect to Swing Line Multicurrency Loans, each Foreign
Subsidiary Borrower resulting from each Swing Line Loan made by it from time to
time, including the amounts of principal and interest payable thereon and paid
from time to time under this Agreement.

                  (d) The General Administrative Agent (together with the
Canadian Administrative Agent) shall maintain the Register pursuant to
subsection 17.6(d), and a subaccount therein for the Swing Line Lenders, in
which shall be recorded (i) the date and amount of each Swing Line Loan made
hereunder, (ii) the amount of each U.S. Revolving Lender's participating
interest in such Swing Line Dollar Loans, (iii) the amount of each Multicurrency
Lender's participating interest in such Swing Line Multicurrency Loans, (iv) the
date and amount of any principal or interest due and payable or to become due
and payable from the U.S. Borrower or any Foreign Subsidiary Borrower hereunder
in respect of the Swing Line Dollar Loans and Swing Line Multicurrency Loans,
(v) both the date and amount of any sum received by the General Administrative
Agent hereunder from the U.S. Borrower in respect of the Swing Line Dollar
Loans, each U.S. Revolving Lender's participating interest therein (if any) and
the amount thereof payable to the Swing Line Dollar Lender and (vi) both the
date and amount of any sum received by the General Administrative Agent
hereunder from the U.S. Borrower and each Foreign Subsidiary Borrower in respect
of the Swing Line Multicurrency Loans, each Multicurrency Lender's participating
interest therein (if any) and the amount thereof payable to the Swing Line
Multicurrency Lender.




                                                                              42


                  (e) The entries made in the Register and the accounts of the
Swing Line Lenders maintained pursuant to this subsection 3.3 shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the U.S. Borrower and the Foreign Subsidiary
Borrowers therein recorded; provided, however, that the failure of any Swing
Line Lender or the Administrative Agents to maintain the Register or any such
account, or any error therein, shall not in any manner affect the obligation of
(i) the U.S. Borrower to repay (with applicable interest) the Swing Line Dollar
Loans made to the U.S. Borrower by the Swing Line Dollar Lender in accordance
with the terms of this Agreement and (ii) the U.S. Borrower and the Foreign
Subsidiary Borrowers to repay (with applicable interest) the Swing Line
Multicurrency Loans made to the relevant Borrower by the Swing Line
Multicurrency Lender in accordance with the terms of this Agreement.

                  3.4 Refunding of Swing Line Borrowings. (a) The Swing Line
Dollar Lender, at any time in its sole and absolute discretion may, on behalf of
the U.S. Borrower (which hereby irrevocably directs and authorizes the Swing
Line Dollar Lender to act on its behalf), direct the General Administrative
Agent to request each U.S. Revolving Lender, including JPMorgan Chase Bank and
BofA, to make a U.S. Revolving Credit Loan (which shall be an ABR Loan) in an
amount equal to such U.S. Revolving Lender's U.S. Dollar Funding Commitment
Percentage of the principal amount of the Swing Line Dollar Loans (the "Refunded
Swing Line Dollar Loans") outstanding on the date such notice is given; provided
that the provisions of this subsection shall not affect the U.S. Borrower's
obligations to repay Swing Line Dollar Loans in accordance with the provisions
of subsections 3.3 and 9.4(d) and (g). Unless the U.S. Revolving Credit
Commitments shall have expired or terminated (in which event the procedures of
subsection 3.5 shall apply), each U.S. Revolving Lender will make the proceeds
of the U.S. Revolving Credit Loan made by it pursuant to the immediately
preceding sentence available to the General Administrative Agent at the office
of the General Administrative Agent specified in subsection 17.2 prior to 12:00
Noon, New York City time, in funds immediately available on the Business Day
next succeeding the date such notice is given. The proceeds of such U.S.
Revolving Credit Loans shall be immediately made available by the General
Administrative Agent to the Swing Line Dollar Lender for application to the
payment in full of the Refunded Swing Line Dollar Loans. Upon any request by the
Swing Line Dollar Lender to the U.S. Revolving Lenders pursuant to this
subsection 3.4, the General Administrative Agent shall promptly give notice to
the U.S. Borrower of such request.

                  (b) The Swing Line Multicurrency Lender, at any time in its
sole and absolute discretion may, on behalf of the U.S. Borrower or the relevant
Foreign Subsidiary Borrower (each of which hereby irrevocably directs and
authorizes the Swing Line Multicurrency Lender to act on its behalf), direct the
General Administrative Agent to request each Multicurrency Lender, including
JPMorgan Chase Bank and BofA, to make a Multicurrency Loan in an amount equal to
such Multicurrency Lender's Multicurrency Funding Commitment Percentage of the
principal amount of the Swing Line Multicurrency Loans (the "Refunded Swing Line
Multicurrency Loans") outstanding on the date such notice is given; provided
that the provisions of this subsection shall not affect the U.S. Borrower's and
the Foreign Subsidiary Borrowers' obligations to repay Swing Line Multicurrency
Loans in accordance with the provisions of subsections 3.3 and 9.4(d) and (h).
Unless the Multicurrency Commitments shall have expired or terminated (in which
event the procedures of subsection 3.5 shall apply), each Multicurrency Lender
will make the proceeds of the Multicurrency Loan made by it pursuant to the
immediately preceding sentence available to the General Administrative Agent at
the office of the General Administrative Agent specified in subsection 17.2
prior to 12:00 Noon, New York City time, in funds immediately available on the
Business Day next succeeding the date such notice is given. The proceeds of such
Multicurrency Loans shall be immediately made available by the General
Administrative Agent to the Swing Line Multicurrency Lender for application to
the payment in full of the Refunded Swing Line Multicurrency Loans. Upon any
request by the Swing Line Multicurrency Lender to the Multicurrency




                                                                              43


Lenders pursuant to this subsection 3.4, the General Administrative Agent shall
promptly give notice to the U.S. Borrower or the relevant Foreign Subsidiary
Borrower of such request.

                  3.5 Participating Interests. (a) If the U.S. Revolving Credit
Commitments shall expire or terminate at any time while Swing Line Dollar Loans
are outstanding, at the request of the Swing Line Dollar Lender in its sole
discretion, either (i) each U.S. Revolving Lender (including BofA) shall,
notwithstanding the expiration or termination of the U.S. Revolving Credit
Commitments, make a U.S. Revolving Credit Loan (which shall be an ABR Loan) or
(ii) each U.S. Revolving Lender (other than BofA) shall purchase an undivided
participating interest in the Swing Line Dollar Loans of the Swing Line Dollar
Lender, in either case in an amount equal to such U.S. Revolving Lender's U.S.
Dollar Funding Commitment Percentage (determined on the date of, and immediately
prior to, expiration or termination of the U.S. Revolving Credit Commitments) of
the aggregate principal amount of such Swing Line Dollar Loans. Each U.S.
Revolving Lender will make the proceeds of any U.S. Revolving Credit Loan made
by it pursuant to the immediately preceding sentence available to the General
Administrative Agent for the account of the requesting Swing Line Dollar Lender
at the office of the General Administrative Agent specified in subsection 17.2
prior to 12:00 Noon, Local Time, in funds immediately available on the Business
Day next succeeding the date of the request by the Swing Line Dollar Lender. The
proceeds of such U.S. Revolving Credit Loans shall be immediately applied to
repay the Swing Line Dollar Loans outstanding on the date of termination or
expiration of the U.S. Revolving Credit Commitments. In the event that any of
the U.S. Revolving Lenders purchase undivided participating interests pursuant
to the first sentence of this subsection 3.5(a), each U.S. Revolving Lender
shall immediately transfer to the requesting Swing Line Dollar Lender, in
immediately available funds, the amount of its participation in the Swing Line
Dollar Loans of the Swing Line Dollar Lender and upon receipt thereof the Swing
Line Dollar Lender will deliver to any such U.S. Revolving Lender that so
requests a confirmation of such U.S. Revolving Lender's undivided participating
interest in the Swing Line Dollar Loans of the Swing Line Dollar Lender dated
the date of receipt of such funds and in such amount.

                  (b) Whenever, at any time after the Swing Line Dollar Lender
has received payment from any U.S. Revolving Lender in respect of such U.S.
Revolving Lender's participating interest in a Swing Line Dollar Loan of the
Swing Line Dollar Lender, the Swing Line Dollar Lender receives any payment on
account thereof, the Swing Line Dollar Lender will distribute to such U.S.
Revolving Lender its participating interest in such amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such U.S. Revolving Lender's participating interest was outstanding and
funded); provided, however, that in the event that any such payment received by
the Swing Line Dollar Lender is required to be returned, such U.S. Revolving
Lender will return to the Swing Line Dollar Lender any portion thereof
previously distributed by the Swing Line Dollar Lender to it.

                  (c) If the Multicurrency Commitments shall expire or terminate
at any time while Swing Line Multicurrency Loans are outstanding, at the request
of the Swing Line Multicurrency Lender in its sole discretion, either (i) each
Multicurrency Lender (including JPMorgan Chase Bank) shall, notwithstanding the
expiration or termination of the Multicurrency Commitments, make a Multicurrency
Loan or (ii) each Multicurrency Lender (other than JPMorgan Chase Bank) shall
purchase an undivided participating interest in the Swing Line Multicurrency
Loans of the Swing Line Multicurrency Lender, in either case in an amount equal
to such Multicurrency Lender's Multicurrency Funding Commitment Percentage
(determined on the date of, and immediately prior to, expiration or termination
of the Multicurrency Commitments) of the aggregate principal amount of such
Swing Line Multicurrency Loans. Each Multicurrency Lender will make the proceeds
of any Multicurrency Loan made by it pursuant to the immediately preceding
sentence available to the General Administrative Agent for the




                                                                              44


account of the requesting Swing Line Multicurrency Lender at the office of the
General Administrative Agent specified in subsection 17.2 prior to 12:00 Noon,
New York City time, in funds immediately available on the Business Day next
succeeding the date of the request by the Swing Line Multicurrency Lender. The
proceeds of such Multicurrency Loans shall be immediately applied to repay the
Swing Line Multicurrency Loans outstanding on the date of termination or
expiration of the Multicurrency Commitments. In the event that any of the
Multicurrency Lenders purchase undivided participating interests pursuant to the
first sentence of this subsection 3.5(c), such Multicurrency Lender shall
immediately transfer to the requesting Swing Line Multicurrency Lender, in
immediately available funds, the amount of its participation in the Swing Line
Multicurrency Loans of the Swing Line Multicurrency Lender and upon receipt
thereof the Swing Line Multicurrency Lender will deliver to any such
Multicurrency Lender that so requests a confirmation of such Multicurrency
Lender's undivided participating interest in the Swing Line Multicurrency Loans
of the Swing Line Multicurrency Lender dated the date of receipt of such funds
and in such amount.

                  (d) Whenever, at any time after the Swing Line Multicurrency
Lender has received payment from any Multicurrency Lender in respect of such
Multicurrency Lender's participating interest in a Swing Line Multicurrency Loan
of the Swing Line Multicurrency Lender, the Swing Line Multicurrency Lender
receives any payment on account thereof, the Swing Line Multicurrency Lender
will distribute to such Multicurrency Lender its participating interest in such
amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Multicurrency Lender's participating interest
was outstanding and funded); provided, however, that in the event that any such
payment received by the Swing Line Multicurrency Lender is required to be
returned, such Multicurrency Lender will return to the Swing Line Multicurrency
Lender any portion thereof previously distributed by the Swing Line
Multicurrency Lender to it.

                  SECTION 4. AMOUNT AND TERMS OF CAF ADVANCES

                  4.1 CAF Advances. Subject to the terms and conditions of this
Agreement, the U.S. Borrower may borrow CAF Advances in U.S. Dollars from time
to time on any Business Day during the CAF Advance Availability Period. CAF
Advances may be borrowed in amounts such that the Aggregate Total Revolving
Outstandings of all Lenders at any time shall not exceed the Aggregate U.S.
Revolving Credit Commitments at such time. Within the limits and on the
conditions hereinafter set forth with respect to CAF Advances, the U.S. Borrower
from time to time may borrow, repay and reborrow CAF Advances. For the avoidance
of doubt, CAF Advances shall not be made available by any Term Lender.

                  4.2 Procedure for CAF Advance Borrowing. (a) The U.S. Borrower
shall request CAF Advances by delivering a CAF Advance Request to the General
Administrative Agent, not later than 12:00 Noon, New York City time, four
Business Days prior to the proposed Borrowing Date (in the case of a LIBO Rate
CAF Advance Request), and not later than 10:00 A.M., New York City time one
Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate
CAF Advance Request). Each CAF Advance Request in respect of any Borrowing Date
may solicit bids for CAF Advances on such Borrowing Date in an aggregate
principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof and having not more than five alternative CAF Advance Maturity Dates.
The CAF Advance Maturity Date for each CAF Advance shall be the date set forth
therefor in the relevant CAF Advance Request, which date shall be (i) not less
than 7 days nor more than 360 days after the Borrowing Date therefor, in the
case of a Fixed Rate CAF Advance, (ii) one or two weeks or one, two, three, six,
nine or twelve months after the Borrowing Date therefor, in the case of a LIBO
Rate CAF Advance and (iii) not later than the Revolving Credit Termination Date,
in the case of any CAF Advance.




                                                                              45


The General Administrative Agent shall notify each Lender promptly by facsimile
transmission of the contents of each CAF Advance Request received by the General
Administrative Agent.

                  (b) In the case of a LIBO Rate CAF Advance Request, upon
receipt of notice from the General Administrative Agent of the contents of such
CAF Advance Request, each Lender may elect, in its sole discretion, to offer
irrevocably to make one or more CAF Advances at the applicable LIBO Rate plus
(or minus) a margin determined by such Lender in its sole discretion for each
such CAF Advance. Any such irrevocable offer shall be made by delivering a CAF
Advance Offer to the General Administrative Agent, before 10:30 A.M., New York
City time, on the day that is three Business Days before the proposed Borrowing
Date, setting forth:

                  (i) the maximum amount of CAF Advances for each CAF Advance
         Maturity Date and the aggregate maximum amount of CAF Advances for all
         CAF Advance Maturity Dates which such Lender would be willing to make
         (which amounts may, subject to subsection 4.1, exceed such Lender's
         U.S. Revolving Credit Commitment); and

                  (ii) the margin above or below the applicable LIBO Rate at
         which such Lender is willing to make each such CAF Advance.

The General Administrative Agent shall advise the U.S. Borrower before 11:00
A.M., New York City time, on the date which is three Business Days before the
proposed Borrowing Date of the contents of each such CAF Advance Offer received
by it. If the General Administrative Agent, in its capacity as a Lender, shall
elect, in its sole discretion, to make any such CAF Advance Offer, it shall
advise the U.S. Borrower of the contents of its CAF Advance Offer before 10:15
A.M., New York City time, on the date which is three Business Days before the
proposed Borrowing Date.

                  (c) In the case of a Fixed Rate CAF Advance Request, upon
receipt of notice from the General Administrative Agent of the contents of such
CAF Advance Request, each Lender may elect, in its sole discretion, to offer
irrevocably to make one or more CAF Advances at a rate of interest determined by
such Lender in its sole discretion for each such CAF Advance. Any such
irrevocable offer shall be made by delivering a CAF Advance Offer to the General
Administrative Agent before 9:30 A.M., New York City time, on the proposed
Borrowing Date, setting forth:

                  (i) the maximum amount of CAF Advances for each CAF Advance
         Maturity Date, and the aggregate maximum amount of CAF Advances for all
         CAF Advance Maturity Dates, which such Lender would be willing to make
         (which amounts may, subject to subsection 4.1, exceed such Lender's
         U.S. Revolving Credit Commitment); and

                  (ii) the rate of interest at which such Lender is willing to
         make each such CAF Advance.

The General Administrative Agent shall advise the U.S. Borrower before 10:00
A.M., New York City time, on the proposed Borrowing Date of the contents of each
such CAF Advance Offer received by it. If the General Administrative Agent, in
its capacity as a Lender, shall elect, in its sole discretion, to make any such
CAF Advance Offer, it shall advise the U.S. Borrower of the contents of its CAF
Advance Offer before 9:15 A.M., New York City time, on the proposed Borrowing
Date.

                  (d) Before 11:30 A.M., New York City time, three Business Days
before the proposed Borrowing Date (in the case of CAF Advances requested by a
LIBO Rate CAF Advance Request) and before 10:30 A.M., New York City time, on the
proposed Borrowing Date (in the case of




                                                                              46


CAF Advances requested by a Fixed Rate CAF Advance Request), the U.S. Borrower,
in its absolute discretion, shall:

                  (i) cancel such CAF Advance Request by giving the General
         Administrative Agent telephone notice to that effect, or

                  (ii) by giving telephone notice to the General Administrative
         Agent (immediately confirmed by delivery to the General Administrative
         Agent of a CAF Advance Confirmation by facsimile transmission) (A)
         subject to the provisions of subsection 4.2(e), accept one or more of
         the offers made by any Lender or Lenders pursuant to subsection 4.2(b)
         or subsection 4.2(c), as the case may be, and (B) reject any remaining
         offers made by Lenders pursuant to subsection 4.2(b) or subsection
         4.2(c), as the case may be.

                  (e) The U.S. Borrower's acceptance of CAF Advances in response
to any CAF Advance Offers shall be subject to the following limitations:

                  (i) the amount of CAF Advances accepted for each CAF Advance
         Maturity Date specified by any Lender in its CAF Advance Offer shall
         not exceed the maximum amount for such CAF Advance Maturity Date
         specified in such CAF Advance Offer;

                  (ii) the aggregate amount of CAF Advances accepted for all CAF
         Advance Maturity Dates specified by any Lender in its CAF Advance Offer
         shall not exceed the aggregate maximum amount specified in such CAF
         Advance Offer for all such CAF Advance Maturity Dates;

                  (iii) the U.S. Borrower may not accept offers for CAF Advances
         for any CAF Advance Maturity Date in an aggregate principal amount in
         excess of the maximum principal amount requested in the related CAF
         Advance Request; and

                  (iv) if the U.S. Borrower accepts any of such offers, it must
         accept offers based solely upon pricing for each relevant CAF Advance
         Maturity Date and upon no other criteria whatsoever, and if two or more
         Lenders submit offers for any CAF Advance Maturity Date at identical
         pricing and the U.S. Borrower accepts any of such offers but does not
         wish to (or, by reason of the limitations set forth in subsection 4.1,
         cannot) borrow the total amount offered by such Lenders with such
         identical pricing, the U.S. Borrower shall accept offers from all of
         such Lenders in amounts allocated among them pro rata according to the
         amounts offered by such Lenders (with appropriate rounding, in the sole
         discretion of the U.S. Borrower, to assure that each accepted CAF
         Advance is an integral multiple of $1,000,000); provided that if the
         number of Lenders that submit offers for any CAF Advance Maturity Date
         at identical pricing is such that, after the U.S. Borrower accepts such
         offers pro rata in accordance with the foregoing provisions of this
         paragraph, the CAF Advance to be made by any such Lender would be less
         than $5,000,000 principal amount, the number of such Lenders shall be
         reduced by the General Administrative Agent by lot until the CAF
         Advances to be made by each such remaining Lender would be in a
         principal amount of $5,000,000 or an integral multiple of $1,000,000 in
         excess thereof.

                  (f) If the U.S. Borrower notifies the General Administrative
Agent that a CAF Advance Request is cancelled pursuant to subsection 4.2(d)(i),
the General Administrative Agent shall give prompt telephone notice thereof to
the Lenders (other than the Term Lenders). If the U.S. Borrower fails to notify
the General Administrative Agent of its cancellation or acceptance of CAF
Advance Offers




                                                                              47


by the times specified in subsection 4.2(d), the corresponding CAF Advance
Request shall be deemed cancelled.

                  (g) If the U.S. Borrower accepts pursuant to subsection
4.2(d)(ii) one or more of the offers made by any Lender or Lenders, the General
Administrative Agent promptly shall notify each Lender which has made such an
offer of (i) the aggregate amount of such CAF Advances to be made on the
applicable Borrowing Date for each CAF Advance Maturity Date and (ii) the
acceptance or rejection of any offers to make such CAF Advances made by such
Lender. Before 12:00 Noon, New York City time, on the Borrowing Date specified
in the applicable CAF Advance Request, each Lender whose CAF Advance Offer has
been accepted shall make available to the General Administrative Agent at its
office set forth in subsection 17.2 the amount of CAF Advances to be made by
such Lender, in immediately available funds. The General Administrative Agent
will make such funds available to the U.S. Borrower as soon as practicable on
such date at such office of the General Administrative Agent. As soon as
practicable after each Borrowing Date, the General Administrative Agent shall
notify each Lender of the aggregate amount of CAF Advances advanced on such
Borrowing Date and the respective CAF Advance Maturity Dates thereof.

                  4.3 CAF Advance Payments. (a) The U.S. Borrower shall pay to
the General Administrative Agent, for the account of each Lender which has made
a CAF Advance, on the applicable CAF Advance Maturity Date the then unpaid
principal amount of such CAF Advance. The U.S. Borrower shall not have the right
to prepay any principal amount of any CAF Advance without the consent of the
Lender to which such CAF Advance is owed.

                  (b) The U.S. Borrower shall pay interest on the unpaid
principal amount of each CAF Advance from the Borrowing Date to the applicable
CAF Advance Maturity Date at the rate of interest specified in the CAF Advance
Offer accepted by the U.S. Borrower in connection with such CAF Advance
(calculated on the basis of a 360-day year for actual days elapsed), payable on
each applicable CAF Advance Interest Payment Date.

                  (c) If any principal of, or interest on, any CAF Advance shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such CAF Advance shall, without limiting any rights of any Lender
under this Agreement, bear interest from the date on which such payment was due
at a rate per annum which is 2% above the rate which would otherwise be
applicable to such CAF Advance until the stated CAF Advance Maturity Date of
such CAF Advance, and for each day thereafter at a rate per annum which is 2%
above the ABR, in each case until paid in full (as well after as before
judgment). Interest accruing pursuant to this paragraph (c) shall be payable
from time to time on demand.

                  4.4 Evidence of Debt. (a) The U.S. Borrower unconditionally
promises to pay to the General Administrative Agent, for the account of each
Lender that makes a CAF Advance, on the CAF Advance Maturity Date with respect
thereto, the principal amount of such CAF Advance. The U.S. Borrower further
unconditionally promises to pay interest on each such CAF Advance for the period
from and including the Borrowing Date of such CAF Advance on the unpaid
principal amount thereof from time to time outstanding at the applicable rate
per annum determined as provided in, and payable as specified in, subsection
4.3(b).

                  (b) Each Lender shall maintain in accordance with its usual
practice appropriate records evidencing indebtedness of the U.S. Borrower to
such Lender resulting from each CAF Advance of such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time in respect of such CAF Advance.




                                                                              48


                  (c) The General Administrative Agent shall maintain the
Register pursuant to subsection 17.6(d), and a subaccount therein for each
Lender, in which shall be recorded (i) the date and amount of each CAF Advance
made by such Lender, the CAF Advance Maturity Date thereof, the interest rate
applicable thereto and each CAF Advance Interest Payment Date applicable
thereto, and (ii) the date and amount of any sum received by the General
Administrative Agent hereunder from the U.S. Borrower on account of such CAF
Advance.

                  (d) The entries made in the Register and the records of each
Lender maintained pursuant to this subsection 4.4 shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the U.S. Borrower therein recorded; provided, however, that the
failure of any Lender or the General Administrative Agent to maintain the
Register or any such record, or any error therein, shall not in any manner
affect the obligation of the U.S. Borrower to repay (with applicable interest)
the CAF Advances made by such Lender in accordance with the terms of this
Agreement.

                  4.5 Certain Restrictions. A CAF Advance Request may request
offers for CAF Advances to be made on not more than one Borrowing Date and to
mature on not more than five CAF Advance Maturity Dates. No CAF Advance Request
may be submitted earlier than five Business Days after submission of any other
CAF Advance Request.

                  SECTION 5. AMOUNT AND TERMS OF THE CANADIAN COMMITMENTS

                  5.1 Canadian Revolving Credit Commitments. Subject to the
terms and conditions hereof, each Canadian Lender severally agrees to make
revolving credit loans (each, a "Canadian Revolving Credit Loan") to the
Canadian Borrower in Canadian Dollars or in U.S. Dollars from time to time
during the Revolving Credit Commitment Period so long as after giving effect
thereto (i) the Available Canadian Revolving Credit Commitment of each Canadian
Lender is greater than or equal to zero, (ii) the aggregate outstanding
principal amount of Canadian Revolving Credit Loans does not exceed an amount of
which the U.S. Dollar Equivalent is $200,000,000 and (iii) the Aggregate Total
Revolving Outstandings of all Lenders do not exceed the Aggregate U.S. Revolving
Credit Commitments. During the Revolving Credit Commitment Period, the Canadian
Borrower may use the Canadian Revolving Credit Commitments by borrowing,
repaying the Canadian Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof. The
Canadian Revolving Credit Loans denominated in Canadian Dollars shall be Prime
Rate Loans, and the Canadian Revolving Credit Loans denominated in U.S. Dollars
shall be Canadian Base Rate Loans.

                  5.2 Repayment of Canadian Revolving Credit Loans; Evidence of
Debt. (a) The Canadian Borrower hereby unconditionally promises to pay to the
Canadian Administrative Agent for the account of each Canadian Lender the then
unpaid principal amount of each Canadian Revolving Credit Loan of such Canadian
Lender (whether made before or after the termination or expiration of the
Canadian Revolving Credit Commitments) on the Revolving Credit Termination Date
and on such other date(s) and in such other amounts as may be required from time
to time pursuant to this Agreement. The Canadian Borrower hereby further agrees
to pay interest on the unpaid principal amount of the Canadian Revolving Credit
Loans from time to time outstanding until payment thereof in full at the rates
per annum, and on the dates, set forth in subsection 9.1.

                  (b) Each Canadian Lender shall maintain in accordance with its
usual practice an account or accounts evidencing indebtedness of the Canadian
Borrower to such Canadian Lender




                                                                              49


resulting from each Canadian Revolving Credit Loan of such Canadian Lender from
time to time, including the amounts of principal and interest payable thereon
and paid to such Canadian Lender from time to time under this Agreement.

                  (c) The Canadian Administrative Agent (together with the
General Administrative Agent) shall maintain the Register pursuant to subsection
17.6(d), and a subaccount therein for each Canadian Lender, in which shall be
recorded (i) the date and amount of each Canadian Revolving Credit Loan made
hereunder, (ii) the date and amount of any principal or interest due and payable
or to become due and payable from the Canadian Borrower to each Canadian Lender
hereunder in respect of the Canadian Revolving Credit Loans and (iii) both the
date and amount of any sum received by the Canadian Administrative Agent
hereunder from the Canadian Borrower in respect of the Canadian Revolving Credit
Loans and each Canadian Lender's share thereof.

                  (d) The entries made in the Register and the accounts of each
Canadian Lender maintained pursuant to subsection 5.2(b) shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Canadian Borrower therein recorded; provided,
however, that the failure of any Canadian Lender or the General Administrative
Agents to maintain the Register or any such account, or any error therein, shall
not in any manner affect the obligation of the Canadian Borrower to repay (with
applicable interest) the Canadian Revolving Credit Loans made to the Canadian
Borrower by such Canadian Lender in accordance with the terms of this Agreement.

                  (e) The Canadian Borrower agrees that, upon the request to the
Canadian Administrative Agent by any Canadian Lender, it will execute and
deliver to such Canadian Lender a promissory note of the Canadian Borrower
evidencing the Canadian Revolving Credit Loans of such Canadian Lender,
substantially in the form of Exhibit B with appropriate insertions as to date
and principal amount (each, a "Canadian Revolving Credit Note"); provided, that
the delivery of such Canadian Revolving Credit Notes shall not be a condition
precedent to the Restatement Date.

                  5.3 Procedure for Canadian Revolving Credit Borrowing. The
Canadian Borrower may borrow under the Canadian Revolving Credit Commitments
during the Revolving Credit Commitment Period on any Business Day, provided that
the Canadian Borrower shall give the Canadian Administrative Agent irrevocable
notice (which notice must be received by the Canadian Administrative Agent prior
to 12:00 Noon, Toronto time, at least one Business Day prior to the requested
Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested
Borrowing Date. Each borrowing in Canadian Dollars under the Canadian Revolving
Credit Commitments shall be in an amount equal to C$5,000,000 or a whole
multiple of C$1,000,000 in excess thereof, and each borrowing in U.S. Dollars
under the Canadian Revolving Credit Commitments shall be in an amount equal to
$5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in each
case, if the then Aggregate Available Canadian Revolving Credit Commitments are
less than C$5,000,000 or $5,000,000, as the case may be, such lesser amount).
Upon receipt of any such notice from the Canadian Borrower, the Canadian
Administrative Agent shall promptly notify the General Administrative Agent and
each Canadian Lender thereof. Not later than 12:00 Noon, Toronto time, on each
requested Borrowing Date each Canadian Lender shall make an amount equal to its
Canadian Revolving Credit Commitment Percentage of the principal amount of
Canadian Revolving Credit Loans requested to be made on such Borrowing Date
available to the Canadian Administrative Agent at its office specified in
subsection 17.2 in Canadian Dollars or U.S. Dollars, as the case may be, and in
immediately available funds. The Canadian Administrative Agent shall on such
date credit the account of the Canadian Borrower on the books of such office
with the




                                                                              50


aggregate of the amounts made available to the Canadian Administrative Agent by
the Canadian Lenders and in like funds as received by the Canadian
Administrative Agent.

                  5.4 Termination or Reduction of Canadian Revolving Credit
Commitments. The U.S. Borrower shall have the right, upon not less than three
Business Days' notice to the Canadian Administrative Agent, to terminate the
Canadian Revolving Credit Commitments or, from time to time, to reduce the
amount of the Canadian Revolving Credit Commitments; provided that no such
termination or reduction shall be permitted (i) unless the U.S. Borrower elects
to terminate or reduce the U.S. Revolving Credit Commitments of the U.S. Common
Lenders by an amount equal to the U.S. Dollar Equivalent of the aggregate
Canadian Revolving Credit Commitments of all Canadian Lenders being reduced or
terminated or (ii) if, after giving effect thereto and to any prepayments of the
Loans made on the effective date thereof, the Available Canadian Revolving
Credit Commitment of any Canadian Lender would be less than zero. Any such
reduction shall be in an amount equal to C$5,000,000 or a whole multiple of
C$1,000,000 in excess thereof and shall reduce permanently the Canadian
Revolving Credit Commitments then in effect.

                  SECTION 6. AMOUNT AND TERMS OF CANADIAN ACCEPTANCE FACILITY

                  6.1 Acceptance Commitments. (a) Subject to the terms and
conditions hereof, each Canadian Lender severally agrees to create Acceptances
for the Canadian Borrower on any Business Day during the Revolving Credit
Commitment Period by accepting Drafts drawn by the Canadian Borrower so long as
after giving effect to such acceptance, (i) the Available Canadian Revolving
Credit Commitment of such Canadian Lender would be greater than or equal to zero
and (ii) the Aggregate Total Revolving Outstandings of all Lenders do not exceed
the Aggregate U.S. Revolving Credit Commitments.

                  (b) The Canadian Borrower may utilize the Canadian Revolving
Credit Commitments in the manner contemplated by this Section 6 by authorizing
each Canadian Lender in the manner provided for in subsection 6.2(b) to draw
Drafts on such Canadian Lender and having such Drafts accepted pursuant to
subsection 6.2, paying its obligations with respect thereto pursuant to
subsection 6.5, and again, from time to time, authorizing Drafts to be drawn on
the Canadian Lenders and having them presented for acceptance, all in accordance
with the terms and conditions of this Section 6.

                  (c) For the purposes of this Agreement, all Acceptances shall
be considered a utilization of the Canadian Revolving Credit Commitments in an
amount equal to the undiscounted face amount of such Acceptance.

                  6.2 Creation of Acceptances. (a) The Canadian Borrower may
request the creation of Acceptances hereunder by submitting to the Canadian
Administrative Agent at its office specified in subsection 17.2 prior to 11:00
A.M., Toronto time, two Business Days prior to the requested Borrowing Date, (i)
a request for acceptances (each, a "Request for Acceptances") completed in a
manner and in form and substance reasonably satisfactory to the Canadian
Administrative Agent and specifying, among other things, the Borrowing Date,
maturity and face amount of the Drafts to be accepted and discounted, (ii) to
the extent not theretofore supplied to each Canadian Lender, a sufficient number
of Drafts to be drawn on the Canadian Lenders, to be appropriately completed in
accordance with subsection 6.2(d) and (iii) such other certificates, documents
and other papers and information as the Canadian Administrative Agent may
reasonably request. Upon receipt of any such Request for Acceptances, the
Canadian Administrative Agent shall promptly notify each Canadian Lender and the
General Administrative Agent of its receipt thereof.




                                                                              51


                  (b) The Canadian Borrower hereby agrees that it delivered to
the Canadian Administrative Agent on or prior to the Closing Date, Powers of
Attorney substantially in the form annexed hereto as Exhibit D (the "Powers of
Attorney") authorizing each Canadian Lender to draw Drafts on such Canadian
Lender on behalf of the Canadian Borrower and to complete such Drafts in
accordance with the Requests for Acceptances submitted from time to time
pursuant to subsection 6.2(a).

                  (c) Each Request for Acceptances made by or on behalf of the
Canadian Borrower hereunder shall contain a request for Acceptances denominated
in Canadian Dollars and having an aggregate undiscounted face amount equal to
C$5,000,000 or a whole multiple of C$1,000,000 in excess thereof. Each
Acceptance shall be dated the Borrowing Date specified in the Request for
Acceptances with respect thereto and shall be stated to mature on a Business Day
which is not less than 30 days and not more than 180 days after the date thereof
(and, in any event, prior to the Revolving Credit Termination Date).

                  (d) Not later than 12:00 Noon, Toronto time, on the Borrowing
Date specified in the relevant Request for Acceptances, and upon fulfillment of
the applicable conditions set forth in subsection 11.2, each Canadian Lender
will, in accordance with such Request for Acceptances, (i) sign each Draft on
behalf of the Canadian Borrower pursuant to the Power of Attorney, (ii) complete
the date, amount and maturity of each Draft to be accepted, (iii) accept such
Drafts and give notice to the Canadian Administrative Agent of such acceptance
and (iv) upon such acceptance, purchase such Acceptances to the extent
contemplated by subsection 6.3. Alternatively, at the request of the Canadian
Administrative Agent, the Canadian Borrower shall deliver to the Canadian
Administrative Agent a "depository note" which complies with the requirements of
the Depository Bills and Notes Act (Canada), and consents to the deposit of any
such depository note in the book-based debt clearance system maintained by the
Canadian Depository of Securities. In such circumstances, the delivery of
Acceptances shall be governed by the clearance procedures established
thereunder.

                  6.3 Discount of Acceptances. (a) Each Canadian Lender hereby
severally agrees, on the terms and subject to the conditions set forth in this
Agreement, to purchase Acceptances created by it on the Borrowing Date with
respect thereto at the applicable Reference Discount Rate by making available to
the Canadian Borrower an amount in immediately available funds equal to the
Acceptance Purchase Price in respect thereof, and to notify the Canadian
Administrative Agent that such Draft has been accepted, discounted and purchased
by such accepting Canadian Lender.

                  (b) In the event that the Canadian Borrower has made a Request
for Acceptances, then (i) prior to 11:00 A.M., Toronto time, on the Borrowing
Date with respect thereto, the Canadian Administrative Agent will notify the
General Administrative Agent, the Canadian Borrower and the Canadian Lenders of
the applicable Reference Discount Rate for such Acceptances and the
corresponding Acceptance Purchase Price and (ii) each Canadian Lender shall make
the Acceptance Purchase Price for such Acceptances discounted by it available to
the Canadian Administrative Agent, for the account of the Canadian Borrower, at
the office of the Canadian Administrative Agent specified in subsection 17.2
prior to 12:00 Noon, Toronto time, on the Borrowing Date, in Canadian Dollars
and in funds immediately available to the Canadian Administrative Agent. Such
borrowing will then be made available to the Canadian Borrower by the Canadian
Administrative Agent crediting the account of the Canadian Borrower on the books
of such office with the aggregate of the amounts made available to the Canadian
Administrative Agent by the Canadian Lenders and in like funds as received by
the Canadian Administrative Agent.




                                                                              52


                  (c) Acceptances purchased by any Canadian Lender may be held
by it for its own account until maturity or sold by it at any time prior thereto
in the relevant market therefor in Canada in such Canadian Lender's sole
discretion. The doctrine of merger shall not apply with respect to any
Acceptance held by a Lender at maturity.

                  6.4 Stamping Fees. On the Borrowing Date with respect to each
Acceptance, the Canadian Borrower shall pay to the Canadian Administrative
Agent, for the account of the Canadian Lenders, a stamping fee at a rate per
annum equal to the Applicable Margin in effect on such Borrowing Date for
Eurodollar Loans, computed for the period from and including the Borrowing Date
with respect to such Acceptance to but not including the maturity of such
Acceptance, on the basis of a 365-day year, of the undiscounted face amount of
such Acceptance.

                  6.5 Acceptance Reimbursement Obligations. (a) The Canadian
Borrower hereby unconditionally agrees to pay to the Canadian Administrative
Agent for the account of each Canadian Lender, on the maturity date (whether at
stated maturity, by acceleration or otherwise) for each Acceptance created by
such Canadian Lender for the account of the Canadian Borrower, the aggregate
undiscounted face amount of each such then-maturing Acceptance.

                  (b) The obligation of the Canadian Borrower to reimburse the
Canadian Lenders for then-maturing Acceptances may be satisfied by the Canadian
Borrower by:

                  (i) paying to the Canadian Administrative Agent, for the
         account of the Canadian Lenders, an amount in Canadian Dollars and in
         immediately available funds equal to the aggregate undiscounted face
         amount of all Acceptances created for the account of the Canadian
         Borrower hereunder which are then maturing by 12:00 Noon, Toronto time,
         on such maturity date; provided that the Canadian Borrower shall have
         given not less than one Business Day's prior notice to the Canadian
         Administrative Agent (which shall promptly notify each Canadian Lender
         thereof) of its intent to reimburse the Canadian Lenders in the manner
         contemplated by this clause (i);

                  (ii) having new Drafts accepted and discounted by the Canadian
         Lenders in the manner contemplated by subsections 6.2 and 6.3 in
         substitution for the then-maturing Acceptances; provided that (A) the
         Canadian Borrower shall have delivered to the Canadian Administrative
         Agent (which shall promptly provide a copy thereof to each Canadian
         Lender) a duly completed Request for Acceptances not later than 2:00
         P.M., Toronto time, one Business Day prior to such maturity date,
         together with the documents, instruments, certificates and other papers
         and information contemplated by subsections 6.2(a)(ii) and 6.2(a)(iii),
         (B) if any Default or Event of Default has occurred and is then
         continuing, the Request for Acceptances shall be deemed to be a request
         for a Canadian Revolving Credit Loan in an amount equal to the
         undiscounted face amount of the Acceptances requested, (C) each
         Canadian Lender shall retain the Acceptance Purchase Price for the
         Acceptance created by it and apply such Acceptance Purchase Price to
         the Acceptance Reimbursement Obligations of the Canadian Borrower in
         respect of the maturing Acceptance created by such Canadian Lender, (D)
         if the Acceptance Purchase Price so retained by such Canadian Lender is
         less than the undiscounted face amount of the then-maturing Acceptance,
         the Canadian Borrower shall have made arrangements reasonably
         satisfactory to such Canadian Lender for payment of such deficiency and
         (E) if the Acceptance Purchase Price so retained by the Canadian Lender
         is greater than the undiscounted face amount of the then-maturing
         Acceptance, the Canadian Lender shall make such excess available to the




                                                                              53


         Canadian Administrative Agent, which in turn shall make such excess
         available to the Canadian Borrower, all in accordance with subsection
         6.3(b); or

                  (iii) to the extent that the Canadian Borrower has not given
         to the Canadian Administrative Agent a notice contemplated by clause
         (i) or (ii) above, then the Canadian Borrower shall be deemed to have
         requested a borrowing pursuant to subsection 5.1 of Canadian Revolving
         Credit Loans in an aggregate principal amount equal to the undiscounted
         face amount of such then-maturing Acceptance. The Borrowing Date with
         respect to such borrowing shall be the maturity date for such
         Acceptance. Except to the extent that any of the events contemplated by
         paragraph (i) of Section 15 with respect to the Canadian Borrower has
         occurred and is then continuing, each Canadian Lender shall be
         obligated to make the Canadian Revolving Credit Loan contemplated by
         this subsection 6.5(b)(iii) regardless of whether the conditions
         precedent to borrowing set forth in this Agreement are then satisfied.
         The proceeds of any Canadian Revolving Credit Loans made pursuant to
         this subsection 6.5(b)(iii) shall be retained by the Canadian Lenders
         and applied by them to the Acceptance Reimbursement Obligations of the
         Canadian Borrower in respect of the then-maturing Acceptance.

                  (c) The unpaid amount of any such Acceptance Reimbursement
Obligations shall be treated as a Canadian Revolving Credit Loan for the
purposes hereof and interest shall accrue on the amount of any such unpaid
Acceptance Reimbursement Obligation from the date such amount becomes due until
paid in full at a fluctuating rate per annum equal to the rate which would then
be payable on Canadian Revolving Credit Loans. Such interest shall be payable by
the Canadian Borrower on demand by the Canadian Administrative Agent.

                  (d) In no event shall the Canadian Borrower claim from any
Canadian Lender any grace period with respect to the payment at maturity of any
Acceptances created by such Canadian Lender pursuant to this Agreement.

                  6.6 Converting Canadian Revolving Credit Loans to Acceptances
and Acceptances to Canadian Revolving Credit Loans. (a) Subject to subsection
6.6(b), the Canadian Borrower may at any time and from time to time request that
any then outstanding Canadian Revolving Credit Loan denominated in Canadian
Dollars be converted into an Acceptance by delivering to the Canadian
Administrative Agent (which shall promptly notify the General Administrative
Agent and each Canadian Lender of its receipt thereof) a Request for
Acceptances, together with a statement that the Acceptances so requested are to
be created pursuant to this subsection 6.6(a), such notice to be given not later
than one Business Day prior to the requested conversion date.

                  (b) In the event that the Canadian Administrative Agent
receives such a Request for Acceptances and the accompanying statement described
in subsection 6.6(a), then the Canadian Borrower shall pay on the requested
Borrowing Date to the Canadian Administrative Agent, for the account of the
Canadian Lenders, the principal amount of the then outstanding Canadian
Revolving Credit Loans being so converted, and each Canadian Lender shall accept
and discount the Canadian Borrower's Draft having an aggregate face amount at
least equal to the principal amount of the Canadian Revolving Credit Loans of
such Canadian Lender which are then being repaid; it being understood and agreed
that for the purposes of this subsection 6.6(b), such payment by the Canadian
Borrower of such outstanding Canadian Revolving Credit Loans may be from the
proceeds of such discounted Drafts, provided that, (i) following the occurrence
and during the continuance of a Default or an Event of Default, no Acceptances
may be created and (ii) no Acceptance which is permitted to be created hereunder
shall have a maturity that extends beyond the Revolving Credit Termination Date.




                                                                              54


                  (c) The creation of Acceptances pursuant to this subsection
6.6 shall not be subject to the satisfaction of the conditions precedent to
borrowing set forth in this Agreement.

                  (d) The Canadian Borrower may elect from time to time to
convert outstanding Acceptances to Canadian Revolving Credit Loans denominated
in Canadian Dollars by giving the Canadian Administrative Agent at least one
Business Day's irrevocable notice of such election prior to the maturity of such
Acceptances; provided that any such conversion of Acceptances may only be made
on the maturity thereof.

                  6.7 Allocation of Acceptances. The Canadian Borrower hereby
agrees that each Request for Acceptances, reimbursement of Acceptances and
conversion of Canadian Revolving Credit Loans to Acceptances shall be made in a
manner so that any such Request for Acceptances, reimbursement or conversion
shall apply ratably to all Canadian Lenders in accordance with their respective
Canadian Revolving Credit Commitment Percentages. In the event that the
aggregate undiscounted face amount of Acceptances requested by the Canadian
Borrower to be created by all Canadian Lenders hereunder pursuant to any Request
for Acceptances is an amount which, if divided ratably among the Canadian
Lenders in accordance with their respective Canadian Revolving Credit Commitment
Percentages, would not result in each Canadian Lender accepting a Draft which
has an undiscounted face amount equal to C$100,000 or a whole multiple of
C$100,000 in excess thereof, then, notwithstanding any provision in this
subsection 6.7 to the contrary, the Canadian Administrative Agent is authorized
by the Canadian Borrower and the Canadian Lenders to allocate among the Canadian
Lenders the Acceptances to be issued in such manner and amounts as the Canadian
Administrative Agent may, in its sole discretion, acting reasonably, consider
necessary, rounding up or down, so as to ensure that no Canadian Lender is
required to accept a Draft for a fraction of $100,000 and, in such event, the
Canadian Lenders' ratable share with respect to such Acceptances shall be
adjusted accordingly.

                  6.8 Special Provisions Relating to Acceptance Notes. (a) The
Canadian Borrower and each Canadian Lender hereby acknowledge and agree that
from time to time certain Canadian Lenders which are not Canadian chartered
banks or which are Schedule II Canadian Lenders may not be authorized to or may,
as a matter of general corporate policy, elect not to accept Drafts, and the
Canadian Borrower and each Canadian Lender agree that any such Canadian Lender
may purchase Acceptance Notes of the Canadian Borrower in accordance with the
provisions of subsection 6.8(b) in lieu of creating Acceptances for its account.

                  (b) In the event that any Canadian Lender described in
subsection 6.8(a) above is unable to, or elects as a matter of general corporate
policy not to, create Acceptances hereunder, such Canadian Lender shall not
create Acceptances hereunder, but rather, if the Canadian Borrower requests the
creation of such Acceptances, the Canadian Borrower shall deliver to such
Canadian Lender non-interest bearing promissory notes (each, an "Acceptance
Note") of the Canadian Borrower, substantially in the form of Exhibit E, having
the same maturity as the Acceptances to be created and in an aggregate principal
amount equal to the undiscounted face amount of such Acceptances. Each such
Canadian Lender hereby agrees to purchase Acceptance Notes from the Canadian
Borrower at a purchase price equal to the Acceptance Purchase Price which would
have been applicable if a Draft in the same aggregate face amount as the
principal amount of its Acceptance Notes and of the same maturity had been
accepted by it (less any stamping fee which would have been paid pursuant to
subsection 6.4 if such Lender had created an Acceptance) and such Acceptance
Notes shall be governed by the provisions of this Section 6 as if they were
Acceptances.




                                                                              55


                  6.9 Existing Acceptances and Acceptance Notes. Any Acceptances
or Acceptance Notes that (i) are outstanding under the Existing Credit Agreement
on the Closing Date and (ii) were created by or issued to, as the case may be,
lenders under the Existing Credit Agreement that are also Lenders hereunder,
shall continue to be outstanding as Acceptances or Acceptance Notes, as the case
may be, under this Agreement from and after the Closing Date and shall be
governed by the terms hereof as if such Acceptances and Acceptance Notes had
been created or issued hereunder.

                  SECTION 7. AMOUNT AND TERMS OF MULTICURRENCY COMMITMENT

                  7.1 Multicurrency Commitments. Subject to the terms and
conditions hereof, each Multicurrency Lender severally agrees to make revolving
credit loans (each, a "Multicurrency Loan") in any Available Foreign Currency to
the U.S. Borrower or any Foreign Subsidiary Borrower from time to time during
the Revolving Credit Commitment Period so long as after giving effect thereto
(i) the Available Multicurrency Commitment of such Multicurrency Lender is
greater than or equal to zero, (ii) the aggregate outstanding principal amount
of Multicurrency Loans does not exceed an amount of which the U.S. Dollar
Equivalent is $750,000,000 and (iii) the Aggregate Total Revolving Outstandings
of all Lenders do not exceed the Aggregate U.S. Revolving Credit Commitments.
During the Revolving Credit Commitment Period, the U.S. Borrower and Foreign
Subsidiary Borrowers may use the Multicurrency Commitments by borrowing,
repaying the Multicurrency Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof.

                  7.2 Repayment of Multicurrency Loans; Evidence of Debt. (a)
Each of the U.S. Borrower and each Foreign Subsidiary Borrower hereby
unconditionally promises to pay to the General Administrative Agent for the
account of each Multicurrency Lender the then unpaid principal amount of each
Multicurrency Loan of such Multicurrency Lender to such Borrower on the
Revolving Credit Termination Date and on such other date(s) and in such other
amounts as may be required from time to time pursuant to this Agreement. Each of
the U.S. Borrower and each Foreign Subsidiary Borrower hereby further agrees to
pay interest on the unpaid principal amount of the Multicurrency Loans advanced
to it and from time to time outstanding until payment thereof in full at the
rates per annum, and on the dates, set forth in subsection 9.1.

                  (b) Each Multicurrency Lender shall maintain in accordance
with its usual practice an account or accounts evidencing indebtedness of each
Borrower to such Multicurrency Lender resulting from each Multicurrency Loan of
such Multicurrency Lender from time to time, including the amounts of principal
and interest payable thereon and paid to such Multicurrency Lender from time to
time under this Agreement.

                  (c) The General Administrative Agent shall maintain the
Register pursuant to subsection 17.6(d), and a subaccount therein for each
Multicurrency Lender, in which shall be recorded (i) the date and amount of each
Multicurrency Loan made hereunder, (ii) the date and amount of any principal or
interest due and payable or to become due and payable from each Borrower to each
Multicurrency Lender hereunder in respect of the Multicurrency Loans and (iii)
both the date and amount of any sum received by the General Administrative Agent
hereunder from each Borrower in respect of the Multicurrency Loans and each
Multicurrency Lender's share thereof.

                  (d) The entries made in the Register and the accounts of each
Multicurrency Lender maintained pursuant to subsection 7.2(b) shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of each Borrower therein recorded; provided,




                                                                              56


however, that the failure of any Multicurrency Lender or the General
Administrative Agent to maintain the Register or any such account, or any error
therein, shall not in any manner affect the obligation of such Borrower to repay
(with applicable interest) the Multicurrency Loans made to such Borrower by such
Multicurrency Lender in accordance with the terms of this Agreement.

                  7.3 Procedure for Multicurrency Borrowing. The U.S. Borrower
or any Foreign Subsidiary Borrower may request the Multicurrency Lenders to make
Multicurrency Loans during the Revolving Credit Commitment Period on any
Business Day by delivering a Notice of Multicurrency Loan Borrowing. Each
borrowing under the Multicurrency Commitments shall be in an amount in an
Available Foreign Currency of which the U.S. Dollar Equivalent is equal to at
least $10,000,000 (or, if the then Aggregate Available Multicurrency Commitments
are less than $10,000,000, such lesser amount). Upon receipt of any such Notice
of Multicurrency Borrowing from any Borrower, the General Administrative Agent
shall promptly notify each Multicurrency Lender thereof. Not later than the
funding time for the relevant Available Foreign Currency set forth in the
Administrative Schedule, each Multicurrency Lender shall make an amount equal to
its Multicurrency Commitment Percentage of the principal amount of Multicurrency
Loans requested to be made on such Borrowing Date available to the General
Administrative Agent at the funding office for the relevant Available Foreign
Currency set forth in the Administrative Schedule in the relevant Available
Foreign Currency and in immediately available funds. The amounts made available
by each Multicurrency Lender will then be made available on such Borrowing Date
to the relevant Borrower at the funding office for the relevant Available
Foreign Currency set forth in the Administrative Schedule and in like funds as
received by the General Administrative Agent.

                  7.4 Termination or Reduction of Multicurrency Commitments. The
U.S. Borrower shall have the right, upon not less than three Business Days'
notice to the General Administrative Agent, to terminate the Multicurrency
Commitments or, from time to time, to reduce the amount of the Multicurrency
Commitments; provided that no such termination or reduction shall be permitted
if, after giving effect thereto and to any prepayments of the Loans made on the
effective date thereof, the Available Multicurrency Commitment of any
Multicurrency Lender would be less than zero. Any such reduction shall be in an
amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof
and shall reduce permanently the Multicurrency Commitments then in effect.

                  7.5 Redenomination and Alternative Currencies. Each obligation
under this Agreement of a party to this Agreement which has been denominated in
the National Currency Unit of a Subsequent Participant state shall be
redenominated into the euro unit in accordance with EMU Legislation immediately
upon such Subsequent Participant becoming a Participating Member State (but
otherwise in accordance with EMU Legislation).

                  SECTION 8. LETTERS OF CREDIT

                  8.1 Letters of Credit. (a) Subject to the terms and conditions
of this Agreement, the Issuing Lender agrees, and any other Issuing Lender may,
as agreed between the U.S. Borrower and such Issuing Lender, agree, on behalf of
the U.S. Revolving Lenders, and in reliance on the agreement of the Lenders set
forth in subsection 8.3, to issue for the account of the U.S. Borrower (or in
connection with any Foreign Letter of Credit, for the joint and several accounts
of the U.S. Borrower and such applicable Foreign Subsidiary) letters of credit
in an aggregate face amount not to exceed at any time outstanding an amount of
which the U.S. Dollar Equivalent is $250,000,000, as follows:




                                                                              57


                  (i) standby letters of credit (collectively, the "Standby
         Letters of Credit") in the form of either (A) in the case of standby
         letters of credit to be used for the purposes described in subsection
         8.8(a) or (c), the Issuing Lender's standard standby letter of credit
         or (B) in the case of standby letters of credit to be used for the
         purposes described in subsection 8.8(b), a letter of credit reasonably
         satisfactory to the Issuing Lender, and in either case, in favor of
         such beneficiaries as the U.S. Borrower shall specify from time to time
         (which shall be reasonably satisfactory to the Issuing Lender); and

                  (ii) commercial letters of credit in the form of the Issuing
         Lender's standard commercial letters of credit ("Commercial Letters of
         Credit") in favor of sellers of goods or services to the U.S. Borrower,
         its Subsidiaries or joint ventures (the Standby Letters of Credit and
         Commercial Letters of Credit being referred to collectively as the
         "Letters of Credit");

provided that on the date of the issuance of any Letter of Credit, and after
giving effect to such issuance, (i) the Available U.S. Revolving Credit
Commitment of each U.S. Revolving Lender is greater than or equal to zero and
(ii) the Aggregate Total Revolving Outstandings of all Lenders do not exceed the
Aggregate U.S. Revolving Credit Commitments at such time. Each Standby Letter of
Credit shall (i) have an expiry date no later than (A) with respect to any
Standby Letter of Credit to be used for the purposes described in subsection
8.8(a) or (c), one year from the date of issuance thereof or, if earlier, the
Revolving Credit Termination Date or (B) with respect to any Standby Letter of
Credit to be used for the purposes described in subsection 8.8(b), the Revolving
Credit Termination Date and (ii) be denominated in Dollars or another
freely-convertible currency acceptable to the Issuing Lender. Each Commercial
Letter of Credit shall (i) provide for the payment of sight drafts when
presented for honor thereunder, or of time drafts, in each case in accordance
with the terms thereof and when accompanied by the documents described or when
such documents are presented, as the case may be, (ii) be denominated in Dollars
or another freely-convertible currency acceptable to the Issuing Lender and
(iii) have an expiry date no later than six months from the date of issuance
thereof or, if earlier, five Business Days prior to the Revolving Credit
Termination Date.

                  (b) Pursuant to the Existing Credit Agreement, JPMorgan Chase
Bank, as Issuing Lender, has issued certain letters of credit which are
outstanding on the Closing Date (the "Existing Letters of Credit"). From and
after the Restatement Date, the Existing Letters of Credit shall for all
purposes be deemed to be Letters of Credit outstanding under this Agreement.

                  8.2 Procedure for Issuance of Letters of Credit. The U.S.
Borrower may from time to time request, upon at least three Business Days'
notice, the Issuing Lender to issue a Letter of Credit by delivering to such
Issuing Lender at its address specified in subsection 17.2 a Letter of Credit
Application, completed to the satisfaction of such Issuing Lender, together with
such other certificates, documents and other papers and information as such
Issuing Lender may reasonably request. Upon receipt of any Letter of Credit
Application from the U.S. Borrower, or, in the case of a Foreign Letter of
Credit, from the U.S. Borrower and the Foreign Subsidiary that is an account
party on such Letter of Credit, such Issuing Lender will promptly, but in no
event later than five Business Days following receipt of such Letter of Credit
Application, notify each U.S. Revolving Lender thereof. Upon receipt of any
Letter of Credit Application, the Issuing Lender will process such Letter of
Credit Application, and the other certificates, documents and other papers
delivered in connection therewith, in accordance with its customary procedures
and shall promptly issue such Letter of Credit (but in no event earlier than
three Business Days after receipt by such Issuing Lender of the Letter of Credit
Application relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof and by furnishing a copy thereof to the U.S. Borrower
and the Participating Lenders. In addition, the U.S. Borrower may from time to
time agree with




                                                                              58


Issuing Lenders other than JPMorgan Chase Bank upon procedures for issuance by
such Issuing Lenders of Letters of Credit and cause Letters of Credit to be
issued by following such procedures. Such procedures shall be reasonably
satisfactory to the General Administrative Agent. Prior to the issuance of any
Letter of Credit, the Issuing Lender will confirm with the General
Administrative Agent that the issuance of such Letter of Credit is permitted
pursuant to Section 8 and subsection 11.2. Additionally, each Issuing Lender and
the U.S. Borrower shall inform the General Administrative Agent of any
modifications made to outstanding Letters of Credit, of any payments made with
respect to such Letters of Credit, and of any other information regarding such
Letters of Credit as may be reasonably requested by the General Administrative
Agent, in each case pursuant to procedures established by the General
Administrative Agent.

                  8.3 Participating Interests. In the case of each Existing
Letter of Credit, effective on the Restatement Date, and in the case of each
Letter of Credit issued in accordance with the terms hereof on or after the
Restatement Date, effective as of the date of the issuance thereof, the Issuing
Lender in respect of such Letter of Credit agrees to allot, and does allot, to
each other U.S. Revolving Lender, and each such U.S. Revolving Lender severally
and irrevocably agrees to take and does take, a Participating Interest in such
Letter of Credit and the related Letter of Credit Application in a percentage
equal to such U.S. Revolving Lender's U.S. Revolving Credit Commitment
Percentage. On the date that any purchasing Lender becomes a party to this
Agreement in accordance with subsection 17.6, Participating Interests in any
outstanding Letter of Credit held by the U.S. Revolving Lender from which such
purchasing Lender acquired its interest hereunder shall be proportionately
reallotted between such purchasing Lender and such transferor U.S. Revolving
Lender. Each Participating Lender hereby agrees that its obligation to
participate in each Letter of Credit issued in accordance with the terms hereof
and to pay or to reimburse the Issuing Lender in respect of such Letter of
Credit for its participating share of the drafts drawn thereunder shall be
irrevocable and unconditional; provided that no Participating Lender shall be
liable for the payment of any amount under subsection 8.4(b) resulting solely
from such Issuing Lender's gross negligence or willful misconduct.

                  8.4 Payments. (a) The U.S. Borrower agrees (and in the case of
a Foreign Letter of Credit, the Foreign Subsidiary for whose account such Letter
of Credit was issued shall also agree, jointly and severally) (i) to reimburse
the General Administrative Agent for the account of the relevant Issuing Lender,
forthwith upon its demand and otherwise in accordance with the terms of the
Letter of Credit Application, if any, relating thereto, for any payment made by
such Issuing Lender under any Letter of Credit issued by such Issuing Lender for
its account and (ii) to pay to the General Administrative Agent for the account
of such Issuing Lender, interest on any unreimbursed portion of any such payment
from the date of such payment until reimbursement in full thereof at a
fluctuating rate per annum equal to the rate then borne by ABR Loans pursuant to
subsection 9.1(b) plus, without duplication of any premium payable pursuant to
Section 9.1(f)) 2%; provided, that such 2% premium shall not be payable until
the date that is two Business Days after the date on which the U.S. Borrower has
been so notified by the General Administrative Agent.

                  (b) In the event that an Issuing Lender makes a payment under
any Letter of Credit and is not reimbursed in full therefor, forthwith upon
demand of such Issuing Lender, and otherwise in accordance with the terms hereof
or of the Letter of Credit Application, if any, relating to such Letter of
Credit, such Issuing Lender will promptly through the General Administrative
Agent notify each Participating Lender that acquired its Participating Interest
in such Letter of Credit from such Issuing Lender. No later than the close of
business on the date such notice is given (if such notice is received by such
Participating Lender by 12:00 Noon, otherwise no later than 12:00 Noon of the
immediately following Business Day), each such Participating Lender will
transfer to the General Administrative




                                                                              59


Agent, for the account of such Issuing Lender, in immediately available funds,
an amount equal to such Participating Lender's pro rata share of the
unreimbursed portion of such payment. Upon its receipt from such Participating
Lender of such amount, such Issuing Lender will, if so requested by such
Participating Lender, complete, execute and deliver to such Participating Lender
a Letter of Credit Participation Certificate dated the date of such receipt and
in such amount.

                  (c) Whenever, at any time, after an Issuing Lender has made
payment under a Letter of Credit and has received from any Participating Lender
such Participating Lender's pro rata share of the unreimbursed portion of such
payment, such Issuing Lender receives any reimbursement on account of such
unreimbursed portion or any payment of interest on account thereof, such Issuing
Lender will distribute to the General Administrative Agent, for the account of
such Participating Lender, its pro rata share thereof; provided, however, that
in the event that the receipt by such Issuing Lender of such reimbursement or
such payment of interest (as the case may be) is required to be returned, such
Participating Lender will promptly return to the General Administrative Agent,
for the account of such Issuing Lender, any portion thereof previously
distributed by such Issuing Lender to it.

                  8.5 Further Assurances. (a) The U.S. Borrower hereby agrees,
from time to time, to do and perform any and all acts and to execute any and all
further instruments reasonably requested by an Issuing Lender more fully to
effect the purposes of this Agreement and the issuance of the Letters of Credit
hereunder.

                  (b) It is understood that in connection with Letters of Credit
issued for the purposes described in subsection 8.8(b) it may be customary for
the Issuing Lender in respect of such Letter of Credit to obtain an opinion of
its counsel relating to such Letter of Credit, and each Issuing Lender that
issues such a Letter of Credit agrees to cooperate with the U.S. Borrower in
obtaining such customary opinion, which opinion shall be at the U.S. Borrower's
expense unless otherwise agreed to by such Issuing Lender.

                  8.6 Obligations Absolute. The payment obligations of the U.S.
Borrower and any Foreign Subsidiary Borrower under subsection 8.4 shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including, without limitation,
under the following circumstances:

                  (a) the existence of any claim, set-off, defense or other
         right which the U.S. Borrower or the relevant Foreign Subsidiary
         Borrower may have at any time against any beneficiary, or any
         transferee, of any Letter of Credit (or any Persons for whom any such
         beneficiary or any such transferee may be acting), any Issuing Lender
         or any Participating Lender, or any other Person, whether in connection
         with this Agreement, the transactions contemplated herein, or any
         unrelated transaction;

                  (b) any statement or any other document presented under any
         Letter of Credit opened for its account proving to be forged,
         fraudulent, invalid or insufficient in any respect or any statement
         therein being untrue or inaccurate in any respect, except under
         circumstances involving the gross negligence or willful misconduct of
         the Issuing Lender; or

                  (c) payment by an Issuing Lender under any Letter of Credit
         against presentation of a draft or certificate which does not comply
         with the terms of such Letter of Credit, except payment resulting
         solely from the gross negligence or willful misconduct of such Issuing
         Lender; or




                                                                              60


                  (d) any other circumstances or happening whatsoever, whether
         or not similar to any of the foregoing, except circumstances or
         happenings resulting from the gross negligence or willful misconduct of
         such Issuing Lender.

                  8.7 Letter of Credit Application. To the extent not
inconsistent with the terms of this Agreement (in which case the provisions of
this Agreement shall prevail), provisions of any Letter of Credit Application
related to any Letter of Credit are supplemental to, and not in derogation of,
any rights and remedies of the Issuing Lenders and the Participating Lenders
under this Section 8 and applicable law. Each of the U.S. Borrower and each
Foreign Subsidiary Borrower acknowledges and agrees that all rights of the
Issuing Lender under any Letter of Credit Application shall inure to the benefit
of each Participating Lender to the extent of its Participating Interest as
fully as if such Participating Lender was a party to such Letter of Credit
Application.

                  8.8 Currency Adjustments. (a) Notwithstanding anything to the
contrary contained in this Agreement, for purposes of calculating any fee in
respect of any Letter of Credit in respect of any Business Day, the General
Administrative Agent shall convert the amount available to be drawn under any
Letter of Credit denominated in a currency other than U.S. Dollars into an
amount of U.S. Dollars based upon the Exchange Rate.

                  (b) Notwithstanding anything to the contrary contained in this
Section 8, prior to demanding any reimbursement from the Participating Lenders
pursuant to subsection 8.4(b) in respect of any Letter of Credit denominated in
a currency other than U.S. Dollars, the Issuing Lender shall convert the
relevant Borrower's obligation under subsection 8.4 to reimburse the Issuing
Lender in such currency into an obligation to reimburse the Issuing Lender in
U.S. Dollars. The U.S. Dollar amount of the reimbursement obligation of the
relevant Borrower and the Participating Lenders shall be computed by the Issuing
Lender based upon the Exchange Rate in effect for the day on which such
conversion occurs.

                  SECTION 9. GENERAL PROVISIONS APPLICABLE TO LOANS

                  9.1 Interest Rates and Payment Dates. (a) Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such
Interest Period plus the Applicable Margin in effect for such day.

                  (b) Each ABR Loan shall bear interest for each day on which it
is outstanding at a rate per annum equal to the Alternate Base Rate for such
day, plus the Applicable Margin in effect on such day.

                  (c) Each Prime Rate Loan shall bear interest for each day on
which it is outstanding at a rate per annum equal to the Prime Rate for such
day, plus the Applicable Margin in effect on such day.

                  (d) Each Canadian Base Rate Loan shall bear interest for each
day on which it is outstanding at a rate per annum equal to the Canadian Base
Rate for such day, plus the Applicable Margin in effect on such day.

                  (e) Each Multicurrency Loan shall bear interest for each day
during each Interest Period with respect thereto at a rate per annum equal to
the Eurocurrency Rate determined for such Interest Period plus the Applicable
Margin in effect for such day.




                                                                              61


                  (f) If all or a portion of (i) the principal amount of any
Loan, (ii) any interest payable thereon or (iii) any fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum equal to the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this subsection plus 2%.

                  (g) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (f) of this
subsection shall be payable from time to time on demand.

                  (h) Each Money Market Rate Swing Line Loan shall bear interest
during the interest period applicable thereto at a rate per annum equal to the
applicable Money Market Rate; provided, that any Money Market Rate Swing Line
Loan in which Lenders purchase participating interests pursuant to subsection
3.5(a) shall, from and after the date of such purchase, bear interest until the
end of the interest period applicable thereto at a rate per annum equal to the
Alternate Base Rate.

                  (i) Each Swing Line Multicurrency Loan denominated in euros or
Pound Sterling shall bear interest for each day during each Interest Period with
respect thereto at the Swing Line Multicurrency Rate determined for such
Interest Period plus the Applicable Margin then in effect for Eurodollar Loans.

                  (j) Each European Swing Line Multicurrency Dollar Loan shall
bear interest for each day during each Interest Period with respect thereto at
the Eurodollar Rate determined for such Interest Period plus the Applicable
Margin then in effect for Eurodollar Loans.

                  9.2 Conversion and Continuation Options. (a) The U.S. Borrower
may elect from time to time to convert outstanding Eurodollar Loans (in whole or
in part) to ABR Loans by giving the General Administrative Agent prior to 12:00
Noon, New York City time, at least one Business Day's prior irrevocable notice
of such election, provided that any such conversion of Eurodollar Loans may only
be made on the last day of an Interest Period with respect thereto unless the
U.S. Borrower shall agree to pay the costs associated therewith as set forth in
subsection 9.11(d). The U.S. Borrower may elect from time to time to convert
outstanding ABR Loans made to it (other than Swing Line Loans) (in whole or in
part) to Eurodollar Loans by giving the General Administrative Agent prior to
12:00 Noon, New York City time, at least three Business Days' prior irrevocable
notice of such election. Any such notice of conversion to Eurodollar Loans shall
specify the length of the initial Interest Period or Interest Periods therefor.
Upon receipt of any such notice the General Administrative Agent shall promptly
notify each Lender thereof. All or any part of outstanding Eurodollar Loans and
ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may
be converted into a Eurodollar Loan when any Default or Event of Default has
occurred and is continuing and the General Administrative Agent or the Majority
Lenders have determined that such conversion is not appropriate, (ii) any such
conversion may only be made if, after giving effect thereto, subsection 9.3
shall not have been violated, (iii) no ABR Loan may be converted into a
Eurodollar Loan after the date that is one month prior to the Revolving Credit
Termination Date and (iv) Swing Line Loans may not be converted to Eurodollar
Loans.

                  (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the U.S.
Borrower giving notice to the General Administrative Agent of the length of the
next Interest Period to be applicable to such Loans determined in accordance
with the applicable provisions of the term "Interest Period" set forth in
subsection 1.1, provided that no Eurodollar Loan may be continued as such (i)
when any Default or Event of Default has




                                                                              62


occurred and is continuing and the General Administrative Agent or the Majority
Lenders have determined that such continuation is not appropriate, (ii) if,
after giving effect thereto, subsection 9.3 would be contravened or (iii) after
the date that is one month prior to the Revolving Credit Termination Date, and
provided, further, that if the U.S. Borrower shall fail to give such notice or
if such continuation is not permitted pursuant to the preceding proviso such
Eurodollar Loans shall be automatically converted to ABR Loans on the last day
of such then expiring Interest Period.

                  (c) Any Multicurrency Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the U.S.
Borrower or the relevant Foreign Subsidiary Borrower giving a Notice of
Multicurrency Loan Continuation, provided, that if the relevant Foreign
Subsidiary Borrower shall fail to give such Notice of Multicurrency Loan
Continuation, such Multicurrency Loans shall automatically be continued for an
Interest Period of one month.

                  9.3 Minimum Amounts of Tranches. (a) All borrowings,
conversions and continuations of Term Loans, U.S. Revolving Credit Loans and
Multicurrency Loans hereunder and all selections of Interest Periods hereunder
shall be in such amounts and be made pursuant to such elections so that, after
giving effect thereto, (i) the aggregate principal amount of the Eurodollar
Loans comprising each Tranche shall be equal to $10,000,000 or a whole multiple
of $1,000,000 in excess thereof, (ii) the aggregate principal amount of the
Multicurrency Loans comprising each Tranche shall be in an amount of which the
U.S. Dollar Equivalent is at least $2,500,000 (determined at the time of
borrowing or continuation) and (iii) there shall not be more than 25 Tranches at
any one time outstanding.

                  (b) All Acceptances created hereunder, all conversions and
continuations thereof and all selections of maturity dates with respect thereto
shall be made pursuant to such elections so that, after giving effect thereto,
there shall be no more than 10 Acceptance Tranches at any one time outstanding.

                  9.4 Optional and Mandatory Prepayments. (a) The U.S. Borrower
may at any time and from time to time prepay Term Loans, U.S. Revolving Credit
Loans and/or Swing Line Dollar Loans (other than Money Market Rate Swing Line
Loans), in whole or in part without premium or penalty upon at least three
Business Days' irrevocable notice to the General Administrative Agent (in the
case of Eurodollar Loans) and at least one Business Day's irrevocable notice to
the General Administrative Agent (in the case of Term Loans or U.S. Revolving
Credit Loans that are ABR Loans) specifying the date and amount of prepayment
and whether the prepayment of Term Loans or U.S. Revolving Credit Loans, as
applicable, is of Eurodollar Loans, ABR Loans or a combination thereof, and, if
a combination thereof, the amount allocable to each. Upon the receipt of any
such notice the General Administrative Agent shall promptly notify each relevant
Lender thereof. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein. Partial prepayments of
the Term Loans and the U.S. Revolving Credit Loans shall be in an aggregate
principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess
thereof (or in such lower amount as may be then outstanding). Partial
prepayments of the Swing Line Dollar Loans shall be in aggregate principal
amount of $100,000 or a whole multiple of $100,000 in excess thereof (or in such
lower amount as may be then outstanding). Amounts prepaid on account of the Term
Loans may not be reborrowed.

                  (b) The Canadian Borrower may at any time and from time to
time prepay, without premium or penalty, the Canadian Revolving Credit Loans, in
whole or in part, upon at least one Business Day's irrevocable notice to the
Canadian Administrative Agent specifying the date and amount of prepayment. Upon
the receipt of any such notice, the Canadian Administrative Agent shall promptly
notify each Canadian Lender thereof. If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified therein.
Partial prepayments of Canadian Revolving Credit




                                                                              63


Loans shall be in an aggregate principal amount of C$5,000,000 or a whole
multiple of C$1,000,000 in excess thereof (in the case of Canadian Revolving
Credit Loans denominated in Canadian Dollars), U.S.$5,000,000 or a whole
multiple of U.S.$1,000,000 in excess thereof (in the case of Canadian Revolving
Credit Loans denominated in U.S. Dollars), or in such lower amount as may be
then outstanding for either denomination.

                  (c) The U.S. Borrower and Foreign Subsidiary Borrowers may at
any time and from time to time prepay, without premium or penalty, the
Multicurrency Loans and/or Swing Line Multicurrency Loans, in whole or in part,
upon at least three Business Days' irrevocable notice to the General
Administrative Agent specifying the date and amount of prepayment. Upon the
receipt of any such notice, the General Administrative Agent shall promptly
notify each Multicurrency Lender thereof. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein. Partial prepayments of Multicurrency Loans shall be in an aggregate
principal amount of which the U.S. Dollar Equivalent is at least $10,000,000 or
a whole multiple of $1,000,000 in excess thereof. Partial prepayments of the
Swing Line Multicurrency Loans shall be in aggregate principal amount of which
the U.S. Dollar Equivalent is at least $100,000 or a whole multiple of $100,000
in excess thereof (or in such lower amount as may be then outstanding).

                  (d) If, at any time during the Revolving Credit Commitment
Period, for any reason the Aggregate Total Revolving Outstandings of all Lenders
exceed the Aggregate U.S. Revolving Credit Commitments then in effect by more
than 5%, or the Aggregate Committed Revolving Outstandings of any Lender exceeds
the Revolving Credit Commitment of such Lender then in effect by more than 5%,
(i) the U.S. Borrower shall, upon learning thereof or upon the request of the
General Administrative Agent, immediately prepay the Swing Line Dollar Loans and
the U.S. Revolving Credit Loans and/or (ii) the Canadian Borrower shall, upon
learning thereof or upon the request of the General Administrative Agent,
immediately prepay the Canadian Revolving Credit Loans and/or (iii) the U.S.
Borrower or the relevant Foreign Subsidiary Borrower shall, upon learning
thereof or upon the request of the General Administrative Agent, immediately
prepay the Swing Line Multicurrency Loans and the Multicurrency Loans, in an
aggregate principal amount at least sufficient to reduce any such excess to 0%;
provided, however, that nothing in this subsection shall be construed as
requiring the Canadian Borrower to so prepay in amounts (i) that would be in
violation of, and its obligations to so prepay are subject to, the restrictions
on financial assistance set out in the Business Corporations Act (Ontario) or
(ii) outstanding by way of Acceptances; and, provided, further, that the
preceding proviso shall not be construed in any way as limiting or derogating
from the obligations of the Borrowers (other than the Canadian Borrower) set out
in this subsection.

                  (e) Each prepayment of Loans pursuant to this subsection 9.4
(except in the case of Term Loans or Revolving Credit Loans that are ABR Loans,
Swing Line Dollar Loans and Canadian Base Rate Loans) shall be accompanied by
accrued and unpaid interest on the amount prepaid to the date of prepayment and
any amounts payable under subsection 9.11 in connection with such prepayment.

                  (f) Notwithstanding the foregoing, mandatory prepayments of
Revolving Credit Loans or Multicurrency Loans that would otherwise be required
pursuant to this subsection 9.4 solely as a result of fluctuations in Exchange
Rates from time to time shall only be required to be made pursuant to this
subsection 9.4 on the last Business Day of each month on the basis of the
Exchange Rate in effect on such Business Day.




                                                                              64


                  (g) The U.S. Borrower shall prepay all Swing Line Dollar Loans
then outstanding (other than Money Market Rate Swing Line Loans) simultaneously
with each borrowing of U.S. Revolving Credit Loans.

                  (h) The U.S. Borrower or the relevant Foreign Subsidiary
Borrower shall prepay all Swing Line Multicurrency Loans then outstanding (other
than Money Market Rate Swing Line Loans) simultaneously with each borrowing by
such Borrower of Multicurrency Loans in the same currency as that in which such
outstanding Swing Line Multicurrency Loans are denominated.

                  9.5 Facility Fees; Other Fees. (a) The U.S. Borrower agrees to
pay to the General Administrative Agent, for the account of each U.S. Revolving
Lender, a facility fee for the period from and including the Closing Date to but
excluding the Revolving Credit Termination Date (or such earlier date on which
the Revolving Credit Commitments shall terminate as provided herein); each such
facility fee shall be computed at the Facility Fee Rate on the amount of the
U.S. Revolving Credit Commitment of such U.S. Revolving Lender during the period
for which payment is made, payable quarterly in arrears on the last day of each
March, June, September and December and on the Revolving Credit Termination Date
or such earlier date on which the U.S. Revolving Credit Commitments shall
terminate as provided herein, commencing on the first such date to occur after
the date hereof. Each U.S. Common Lender and its Counterpart Lender may elect,
upon notice to the U.S. Borrowers and the Administrative Agents, to have all or
a portion of the facility fees owed to such U.S. Common Lender by the U.S.
Borrower paid by the Canadian Borrower in Canadian Dollars directly to the
Canadian Administrative Agent for the account of such U.S. Common Lender's
Counterpart Lender. Each U.S. Common Lender and its Counterpart Lender may make
such election no more often than once in any year. If any such election is made,
amounts otherwise due in U.S. Dollars in respect of facility fees shall be
converted to Canadian Dollars at the then Exchange Rate on the date which is one
Business Day prior to the date such amount is due.

                  (b) The U.S. Borrower shall pay (without duplication of any
other fee payable under this subsection 9.5) to JPMorgan Chase Bank and BofA,
for their respective accounts, all fees separately agreed to by the U.S.
Borrower and JPMorgan Chase Bank or BofA, as the case may be.

                  (c) The Canadian Borrower shall (without duplication of any
other fee payable under this subsection 9.5) pay to the Canadian Administrative
Agent all fees separately agreed to by the Canadian Borrower and the Canadian
Administrative Agent.

                  (d) The U.S. Borrower shall (without duplication of any other
fee payable under this subsection 9.5) pay to the General Administrative Agent
all fees separately agreed to by the U.S. Borrower and the General
Administrative Agent.

                  (e) In lieu of any letter of credit commissions and fees
provided for in any Letter of Credit Application (other than any standard
issuance, amendment and negotiation fees), the U.S. Borrower will pay the
General Administrative Agent, (i) for the account of the Issuing Lender, a
non-refundable fronting fee equal to 0.125% per annum and (ii) for the account
of the U.S. Revolving Lenders, a non-refundable Letter of Credit fee equal to
the Applicable Margin then in effect with respect to Eurodollar Loans less
0.125%, in each case on the amount available to be drawn under such Letter of
Credit. Such fee shall be payable quarterly in arrears on the last Business Day
of each calendar quarter, and shall be calculated on the average daily amount
available to be drawn under the Letters of Credit.




                                                                              65


                  (f) The U.S. Borrower agrees to pay the Issuing Lender for its
own account its customary administration, amendment, transfer and negotiation
fees charged by the Issuing Lender in connection with its issuance and
administration of Letters of Credit.

                  (g) If the Utilization Percentage for any calendar quarter (or
such shorter period beginning with the Closing Date or ending with the Revolving
Credit Termination Date) is equal to or greater than 50% for such calendar
quarter (or shorter period, if applicable), the U.S. Borrower agrees to pay to
the General Administrative Agent, for the account of each U.S. Revolving Lender,
a utilization fee (a "Utilization Fee") in U.S. Dollars at a rate per annum
equal to 0.125% on such average daily aggregate principal amount of the
Aggregate Total Revolving Outstandings during such calendar quarter (or shorter
period), payable quarterly in arrears on the last day of each March, June,
September and December and on the Revolving Credit Termination Date, or such
earlier date on which the U.S. Revolving Credit Commitments shall terminate as
provided herein, commencing on the first such date to occur after the date
hereof. Each U.S. Common Lender and its Counterpart Lender may elect, upon
notice to the U.S. Borrowers and the Administrative Agents, to have all or a
portion of the Utilization Fee owed to such U.S. Common Lender by the U.S.
Borrower paid by the Canadian Borrower in Canadian Dollars directly to the
Canadian Administrative Agent for the account of such U.S. Common Lender's
Counterpart Lender. Each U.S. Common Lender and its Counterpart Lender may make
such election no more often than once in any year. If any such election is made,
amounts otherwise due in U.S. Dollars in respect of the Utilization Fee shall be
converted to Canadian Dollars at the then Exchange Rate on the date which is one
Business Day prior to the date such amount is due.

                  9.6 Computation of Interest and Fees. (a) Interest based on
the Eurodollar Rate, the Eurocurrency Rate, the Swing Line Multicurrency Rate,
the Money Market Rate or the Alternate Base Rate when it is based upon the
Federal Funds Effective Rate shall be calculated on the basis of a 360-day year
for the actual days elapsed; and facility fees and interest (other than interest
based upon the Eurodollar Rate, the Eurocurrency Rate, the Swing Line
Multicurrency Rate, the Money Market Rate or the Alternate Base Rate when it is
based upon the Federal Funds Effective Rate) shall be calculated on the basis of
a 365- (or 366-, as the case may be) day year for the actual days elapsed. The
General Administrative Agent shall as soon as practicable notify the U.S.
Borrower and the Lenders of each determination of a Eurodollar Rate or
Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a
change in the Alternate Base Rate or a change in the Prime Rate shall become
effective as of the opening of business on the day on which such change becomes
effective. The General Administrative Agent shall as soon as practicable notify
the U.S. Borrower and the Lenders of the effective date and the amount of each
such change in the Alternate Base Rate, and the Canadian Administrative Agent
shall as soon as practicable notify the U.S. Borrower and Canadian Borrower and
the Canadian Lenders of each such change in the Prime Rate and the Canadian Base
Rate; provided that a failure by the General Administrative Agent or the
Canadian Administrative Agent to notify the U.S. Borrower or the Canadian
Borrower of such respective rate changes does not affect the obligation of the
U.S. Borrower or the Canadian Borrower to pay interest at the applicable rate as
changed. For purposes of the Interest Act (Canada), whenever any interest under
this Agreement is calculated based on a period which is less than a year (the
"Lesser Period"), the interest rate determined pursuant to such calculation,
when expressed as an annual rate, is equivalent to (i) the applicable rate based
on such Lesser Period, (ii) multiplied by the actual number of days in the
calendar year in which the period for which such interest is payable ends, and
(iii) divided by the number of days in such Lesser Period. The rates of interest
specified in this Agreement are nominal rates and all interest payments and
computations are to be made without allowance or deduction for deemed
reinvestment of interest.




                                                                              66


                  (b) Each determination of an interest rate by the General
Administrative Agent or the Canadian Administrative Agent, as the case may be,
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrowers and the Lenders in the absence of manifest error. Each
Administrative Agent shall, at the request of a Borrower, deliver to such
Borrower a statement showing in reasonable detail the calculations used by such
Administrative Agent in determining any interest rate pursuant to subsection
9.1(a).

                  9.7 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a) the General Administrative Agent shall have determined
         (which determination shall be conclusive and binding upon the
         Borrowers) that, by reason of circumstances affecting the relevant
         market, adequate and reasonable means do not exist for ascertaining the
         Eurodollar Rate or the Eurocurrency Rate, as the case may be, for such
         Interest Period, or

                  (b) the General Administrative Agent has received notice from
         the Majority Lenders that the Eurodollar Rate or Eurocurrency Rate, as
         the case may be, determined or to be determined for such Interest
         Period will not adequately and fairly reflect the cost to such Lenders
         of making or maintaining their Eurodollar Loans or Multicurrency Loans,
         as the case may be, during such Interest Period,

the General Administrative Agent shall give telecopy or telephonic notice
thereof to the U.S. Borrower and the Lenders as soon as practicable thereafter.
Until such time as the Eurodollar Rate or the Eurocurrency Rate, as the case may
be, can be determined by the General Administrative Agent in the manner
specified in the definitions of such terms in subsection 1.1, no further
Eurodollar Loans or Multicurrency Loans (with respect to the Available Foreign
Currency for which the Eurocurrency Rate cannot be determined only) shall be
continued as such at the end of the then current Interest Periods or (other than
any Eurodollar Loans or Multicurrency Loans previously requested and with
respect to which the Eurodollar Rate or Eurocurrency Rate, as the case may be,
was determined) shall be made, nor shall the U.S. Borrower have the right to
convert ABR Loans into Eurodollar Loans.

                  9.8 Pro Rata Treatment and Payments. (a) (i) Except as
provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans by the
U.S. Borrower from the U.S. Revolving Lenders hereunder shall be made pro rata
according to the U.S. Dollar Funding Commitment Percentages of the U.S.
Revolving Lenders in effect on the date of such borrowing. Each borrowing of
Term Loans by the U.S. Borrower from the Term Lenders hereunder shall be made
pro rata according to the Term Percentages of the Term Lenders in effect on the
date of such borrowing. Each payment by the U.S. Borrower on account of any
facility fee hereunder shall be allocated by the General Administrative Agent
among the U.S. Revolving Lenders in accordance with the respective amounts which
such U.S. Revolving Lenders are entitled to receive pursuant to subsection
9.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S.
Revolving Lenders shall be allocated by the General Administrative Agent among
the U.S. Revolving Lenders pro rata according to the U.S. Revolving Credit
Commitment Percentages of the U.S. Revolving Lenders. Except as provided in
subsection 2.5 or subsection 9.4(d), each payment (other than any optional
prepayment) by the U.S. Borrower on account of principal of or interest on the
U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the
General Administrative Agent pro rata according to the respective principal
amounts thereof then due and owing to each U.S. Revolving Lender. Each optional
prepayment by the U.S. Borrower on account of principal of or interest on the
U.S. Revolving Credit Loans shall be allocated by the General Administrative
Agent pro rata according to the respective outstanding principal amounts
thereof. Each




                                                                              67


payment (including any optional prepayment) by the U.S. Borrower on account of
principal of or interest on the Term Loans shall be allocated by the General
Administrative Agent pro rata according to the respective principal amounts
thereof then due and owing to each Term Lender. All payments (including
prepayments) to be made by the U.S. Borrower hereunder (other than with respect
to Multicurrency Loans), whether on account of principal, interest, fees or
otherwise, shall be made without set-off or counterclaim and shall be made prior
to 12:00 Noon, New York City time, on the due date thereof to the General
Administrative Agent, for the account of the U.S. Revolving Lenders or the Term
Lenders, as applicable, at the General Administrative Agent's office specified
in subsection 17.2, in Dollars and in immediately available funds. The General
Administrative Agent shall distribute such payments to the Lenders entitled to
receive the same promptly upon receipt in like funds as received.

                  (ii) Each borrowing of Canadian Revolving Credit Loans by the
Canadian Borrower from the Canadian Lenders hereunder shall be made, and any
reduction of the Canadian Revolving Credit Commitments of the Canadian Lenders
shall be allocated by the Canadian Administrative Agent, pro rata according to
the Canadian Revolving Credit Commitment Percentages of the Canadian Lenders.
Except as provided in subsection 9.4(d), each payment (other than any optional
prepayment) by the Canadian Borrower on account of principal of or interest on
the Canadian Revolving Credit Loans shall be allocated by the Canadian
Administrative Agent pro rata according to the respective principal amounts of
the Canadian Revolving Credit Loans then due and owing to each Canadian Lender.
Each optional prepayment by the Canadian Borrower on account of principal of or
interest on the Canadian Revolving Credit Loans shall be allocated by the
Canadian Administrative Agent pro rata according to the respective outstanding
principal amounts thereof. All payments (including prepayments) to be made by
the Canadian Borrower hereunder, whether on account of principal, interest, fees
or otherwise, shall be made without set-off or counterclaim and shall be made
prior to 12:00 Noon, Toronto time, on the due date thereof to the Canadian
Administrative Agent, for the account of the Canadian Lenders, at the Canadian
Administrative Agent's office specified in subsection 17.2, in Canadian Dollars
and in immediately available funds. The Canadian Administrative Agent shall
distribute such payments to the Canadian Lenders entitled to receive the same
promptly upon receipt in like funds as received.

                  (iii) Each borrowing of Multicurrency Loans by the U.S.
Borrower or any Foreign Subsidiary Borrower shall be made, and any reduction of
the Multicurrency Commitments shall be allocated by the General Administrative
Agent, pro rata according to the Multicurrency Commitment Percentages of the
Multicurrency Lenders. Except as provided in subsection 9.4(d), each payment
(including each prepayment) by the U.S. Borrower or a Foreign Subsidiary
Borrower on account of principal of and interest on Multicurrency Loans shall be
allocated by the General Administrative Agent pro rata according to the
respective principal amounts of the Multicurrency Loans then due and owing by
such Foreign Subsidiary Borrower to each Multicurrency Lender. All payments
(including prepayments) to be made by a Borrower hereunder in respect of
Multicurrency Loans, whether on account of principal, interest, fees or
otherwise, shall be made without set-off or counterclaim and shall be made at or
before the payment time for the currency of such Multicurrency Loan set forth in
the Administrative Schedule, on the due date thereof to the General
Administrative Agent, for the account of the Multicurrency Lenders, at the
payment office for the currency of such Multicurrency Loan set forth in the
Administrative Schedule, in the currency of such Multicurrency Loan and in
immediately available funds. The General Administrative Agent shall distribute
such payments to the Multicurrency Lenders entitled to receive the same promptly
upon receipt in like funds as received.

                  (iv) If any payment hereunder (other than payments on the
Eurodollar Loans, the Swing Line Multicurrency Loans, the Multicurrency Loans
and the Acceptances) becomes due and payable on a day other than a Business Day,
the maturity of such payment shall be extended to the next




                                                                              68


succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension. If
any payment on a Eurodollar Loan, Swing Line Multicurrency Loan or a
Multicurrency Loan becomes due and payable on a day other than a Business Day,
the maturity of such payment shall be extended to the next succeeding Business
Day (and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension) unless the result of
such extension would be to extend such payment into another calendar month, in
which event such payment shall be made on the immediately preceding Business
Day. Acceptances may only mature on a Business Day.

                  (b) A payment in euro shall be deemed to have been made by the
General Administrative Agent on the date on which it is required to be made
under this Agreement if the General Administrative Agent has, on or before that
date, taken all relevant steps to make that payment. With respect to the payment
of any amount denominated in euro, the General Administrative Agent shall not be
liable to any Borrower or any of the Lenders in any way whatsoever for any
delay, or the consequences of any delay, in the crediting to any account of any
amount required by this Agreement to be paid by the General Administrative Agent
if the General Administrative Agent shall have taken all relevant steps to
achieve, on the date required by this Agreement, the payment of such amount in
immediately available, freely transferable, cleared funds in the euro unit to
the account with the bank in the principal financial center in the Participating
Member State which the relevant Borrower or, as the case may be, any Lender
shall have specified for such purpose. In this paragraph (b), "all relevant
steps" means all such steps as may be prescribed from time to time by the
regulations or operating procedures of such clearing or settlement system as the
General Administrative Agent may from time to time determine for the purpose of
clearing or settling payments of euro.

                  (c) Unless the applicable Administrative Agent shall have been
notified in writing by any Lender prior to a Borrowing Date that such Lender
will not make the amount that would constitute its share of such borrowing
available to such Administrative Agent, such Administrative Agent may assume
that such Lender is making such amount available to such Administrative Agent,
and such Administrative Agent may, in reliance upon such assumption, make
available to the applicable Borrower a corresponding amount. If such amount is
not made available to such Administrative Agent by the required time on the
Borrowing Date therefor, such Lender shall pay to such Administrative Agent, on
demand, such amount with interest thereon at a rate per annum equal to (i) the
daily average Federal Funds Effective Rate (in the case of a borrowing of Term
Loans, U.S. Revolving Credit Loans or CAF Advances), (ii) the Canadian
Administrative Agent's reasonable estimate of its average daily cost of funds
(in the case of a borrowing of Canadian Revolving Credit Loans or Acceptances)
and (iii) the General Administrative Agent's reasonable estimate of its average
daily cost of funds (in the case of a borrowing of Multicurrency Loans), in each
case for the period until such Lender makes such amount immediately available to
such Administrative Agent. A certificate of such Administrative Agent submitted
to any Lender with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error. If such Lender's share of such
borrowing is not made available to such Administrative Agent by such Lender
within three Business Days of such Borrowing Date, the applicable Borrower shall
repay such Lender's share of such borrowing (together with interest thereon from
the date such amount was made available to such Borrower (i) at the rate per
annum applicable to ABR Loans hereunder (in the case of amounts made available
to the U.S. Borrower and amounts made available in U.S. Dollars to the Canadian
Borrower), (ii) at the rate per annum applicable to Prime Rate Loans hereunder
(in the case of amounts made available in Canadian Dollars to the Canadian
Borrower) and (iii) the General Administrative Agent's reasonable estimate of
its average daily cost of funds plus the Applicable Margin applicable to
Multicurrency Loans (in the case of a borrowing of Multicurrency Loans)) to such
Administrative Agent not later than three Business Days after receipt of written
notice from such




                                                                              69


Administrative Agent specifying such Lender's share of such borrowing that was
not made available to such Administrative Agent. Nothing contained in this
subsection 9.8(b) shall prejudice any claims otherwise available to any Borrower
against any Lender as a result of such Lender's failure to make its share of any
borrowing available to an Administrative Agent for the account of a Borrower.

                  (d) Any amount payable by the General Administrative Agent to
the Lenders under this Agreement in the currency of a Participating Member State
shall be paid in the euro unit.

                  (e) If, in relation to the currency of any Subsequent
Participant, the basis of accrual of interest or fees expressed in this
Agreement with respect to such currency shall be inconsistent with any
convention or practice in the London Interbank Market or, as the case may be,
the Paris Interbank Market for the basis of accrual of interest or fees in
respect of the euro, such convention or practice shall replace such expressed
basis effective as of and from the date on which such Subsequent Participant
becomes a Participating Member State; provided, that if any Multicurrency Loan
in the currency of such Subsequent Participant is outstanding immediately prior
to such date, such replacement shall take effect, with respect to such
Multicurrency Loan, at the end of the then current Interest Period.

                  (f) Without prejudice and in addition to any method of
conversion or rounding prescribed by any EMU Legislation and (i) without
prejudice to the respective liabilities for indebtedness of the Borrowers to the
Lenders and the Lenders to the Borrowers under or pursuant to this Agreement and
(ii) without increasing the Available Multicurrency Commitment of any Lender:

                  (x) the Multicurrency Loans and each reference in this
         Agreement to a minimum amount (or an integral multiple thereof) in a
         national currency denomination of a Subsequent Participant to be paid
         to or by the General Administrative Agent shall, immediately upon such
         Subsequent Participant becoming a Participating Member State, be
         replaced by a reference to such reasonably comparable and convenient
         amount (or an integral multiple thereof) in the euro unit as the
         General Administrative Agent may from time to time specify; and

                  (y) except as expressly provided in this subsection 9.8, each
         provision of this Agreement shall be subject to such reasonable changes
         of construction as the General Administrative Agent may from time to
         time specify to be necessary or appropriate to reflect the adoption of
         the euro in any Participating Member State and any relevant market
         conventions or practices relating to the euro.

                  9.9 Illegality. (a) Notwithstanding any other provision
herein, if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans or Multicurrency Loans or for the Swing Line
Multicurrency Lender to make or maintain Swing Line Multicurrency Loans as
contemplated by this Agreement, (a) the commitment of such Lender hereunder to
make (or to participate in) Eurodollar Loans, Multicurrency Loans or Swing Line
Multicurrency Loans, continue Eurodollar Loans, Multicurrency Loans or Swing
Line Multicurrency Loans as such and convert ABR Loans to Eurodollar Loans shall
forthwith be cancelled until such time as it shall no longer be unlawful for
such Lender to make or maintain the affected Loans, (b) such Lender's Loans then
outstanding as Eurodollar Loans, if any, shall be converted automatically to ABR
Loans on the respective last days of the then current Interest Periods with
respect to such Eurodollar Loans or within such earlier period as may be
required by law and (c) such Lender's Multicurrency Loans and the Swing Line
Multicurrency Lender's Swing Line Multicurrency Loans shall be prepaid on the
last day of the then current Interest Period with respect thereto. If any such
conversion of a Eurodollar Loan occurs on a day which is not the last day of the
then




                                                                              70


current Interest Period with respect thereto, the U.S. Borrower shall pay to
such Lender such amounts, if any, as may be required pursuant to subsection
9.11.

                  (i) Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Canadian Lender to create or
maintain Acceptances as contemplated by this Agreement, (a) the commitment of
such Canadian Lender hereunder to accept Drafts, purchase Acceptances, continue
Acceptances as such and convert Canadian Revolving Credit Loans to Acceptances
shall forthwith be cancelled until such time as it shall no longer be unlawful
for such Canadian Lender to create or maintain Acceptances and (b) such Canadian
Lender's then outstanding Acceptances, if any, shall be converted automatically
to Prime Rate Loans on the respective maturities thereof or within such earlier
period as may be permitted and required by law.

                  (ii) Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Canadian Lender to make or
maintain Canadian Base Rate Loans, (a) the commitment of such Canadian Lender
hereunder to make Canadian Base Rate Loans shall forthwith be cancelled until
such time as it shall no longer be unlawful for such Canadian Lender to make or
maintain Canadian Base Rate Loans and (b) such Canadian Lender's then
outstanding Canadian Base Rate Loans, if any, shall be converted automatically
to Canadian Dollars and Prime Rate Loans on the respective maturities thereof or
within such earlier period as may be permitted and required by law.

                  9.10 Requirements of Law. (a) In the event that any
Requirement of Law (or any change therein or in the interpretation or
application thereof) or compliance by any Lender with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority:

                  (i) does or shall impose, modify or hold applicable any
         reserve, special deposit, compulsory loan or similar requirement
         against assets held by, or deposits or other liabilities in or for the
         account of, advances or loans by, or other credit extended by, or any
         other acquisition of funds by, any office of such Lender which are not
         otherwise included in the determination of the Swing Line Multicurrency
         Rate, Eurodollar Rate or Eurocurrency Rate, including, without
         limitation, the imposition of any reserves with respect to Eurocurrency
         Liabilities under Regulation D of the Board; or

                  (ii) does or shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by any amount which such Lender deems to be material, of making, renewing or
maintaining advances or extensions of credit or to reduce any amount receivable
hereunder, in each case in respect of its Loans, its Acceptances or its
Participating Interests, then, in any such case, the applicable Borrower shall
promptly pay such Lender, upon receipt of its demand setting forth in reasonable
detail, any additional amounts necessary to compensate such Lender for such
additional cost or reduced amount receivable, such additional amounts together
with interest on each such amount from the date two Business Days after the date
demanded until payment in full thereof at the ABR. A certificate as to any
additional amounts payable pursuant to the foregoing sentence submitted by such
Lender, through the General Administrative Agent, to the applicable Borrower
shall be conclusive in the absence of manifest error. This covenant shall
survive the termination of this Agreement and payment of all amounts outstanding
hereunder.




                                                                              71


                  (b) In the event that any Lender shall have determined that
the adoption of any law, rule, regulation or guideline regarding capital
adequacy (or any change therein or in the interpretation or application thereof)
or compliance by any Lender or any corporation controlling such Lender with any
request or directive regarding capital adequacy (whether or not having the force
of law) from any central bank or Governmental Authority, including, without
limitation, the issuance of any final rule, regulation or guideline, does or
shall have the effect of reducing the rate of return on such Lender's or such
corporation's capital as a consequence of its obligations hereunder to a level
below that which such Lender or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration such Lender's or
such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, after submission
by such Lender to the U.S. Borrower (with a copy to the General Administrative
Agent) of a written request therefor, the U.S. Borrower shall promptly pay to
such Lender such additional amount or amounts as will compensate such Lender for
such reduction.

                  (c) If the obligation of any Lender to make Eurodollar Loans
or Multicurrency Loans or if the obligation of the Swing Line Multicurrency
Lender to make Swing Line Multicurrency Loans has been suspended pursuant to
subsection 9.7 or 9.9 for more than three consecutive months or any Lender has
demanded compensation under subsection 9.10(a) or 9.10(b), the U.S. Borrower
shall have the right to substitute a financial institution or financial
institutions (which may be one or more of the Lenders) reasonably satisfactory
to the General Administrative Agent by causing such financial institution or
financial institutions to purchase the rights (by paying to such Lender the
principal amount of its outstanding Loans together with accrued interest thereon
and all other amounts accrued for its account or owed to it hereunder and
executing an Assignment and Acceptance) and to assume the obligations of such
Lender under the Loan Documents; provided, that with respect to any such
assignment involving the Swing Line Multicurrency Lender, the replacement Swing
Line Multicurrency Lender shall have the rights and protections available under
Section 3 with respect to any outstanding Swing Line Multicurrency Loans. Upon
such purchase and assumption by such substituted financial institution or
financial institutions, the obligations of such Lender hereunder shall be
discharged; provided such Lender shall retain its rights hereunder with respect
to periods prior to such substitution including, without limitation, its rights
to compensation under this subsection 9.10.

                  9.11 Indemnity. Each Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by such Borrower in payment
when due of the principal amount of or interest on any Loans of such Lender, (b)
default by such Borrower in making a borrowing or conversion after such Borrower
has given a notice of borrowing or a notice of conversion in accordance with
this Agreement, (c) default by such Borrower in making any prepayment after such
Borrower has given a notice in accordance with this Agreement, (d) the making of
a prepayment by such Borrower of a Eurodollar Loan, Multicurrency Loan or Swing
Line Multicurrency Loan on a day which is not the last day of an Interest Period
with respect thereto or the making by such Borrower of a prepayment of Money
Market Rate Swing Line Loans on a day which is not the last day of the interest
period with respect thereto, including, without limitation, in each case, any
such loss or expense arising from the reemployment of funds obtained by it or
from fees payable to terminate the deposits from which such funds were obtained,
or (e) the prepayment by such Borrower of an Acceptance or an Acceptance Note on
a day which is not the maturity date thereof, including, without limitation, in
each case, any such loss or expense arising from the reemployment of funds
obtained by it to maintain its Eurodollar Loans or Multicurrency Loans hereunder
or from fees payable to terminate the deposits from which such funds were
obtained. A certificate as to any such loss or expense submitted by such Lender
shall be conclusive, absent manifest error. This covenant shall survive
termination of this Agreement and payment of all amounts outstanding hereunder.




                                                                              72


                  9.12 Taxes. (a) All payments made by any Borrower to any
Lender or any Administrative Agent under this Agreement shall be made free and
clear of, and without reduction or withholding for or on account of, any present
or future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority excluding, in the case of
each Administrative Agent and each Lender, income (including, for avoidance of
doubt, any branch profit taxes) or franchise taxes imposed on such
Administrative Agent or such Lender by the jurisdiction under the laws of which
such Administrative Agent or such Lender is organized or any political
subdivision or taxing authority thereof or therein or by any jurisdiction in
which such Lender's lending office is located or any political subdivision or
taxing authority thereof or therein or as a result of a connection between such
Lender and any jurisdiction other than a connection resulting solely from
entering into this Agreement (all such non-excluded taxes, levies, imposts,
deductions, charges or withholdings being thereinafter called "Taxes"). Subject
to the provisions of subsection 9.12(d), if any Taxes are required to be
withheld from any amounts payable by such Borrower to any Administrative Agent
or any Lender hereunder or under the Notes, the amounts so payable to such
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to such Administrative Agent or such Lender (after payment of all
Taxes) interest or any such other amounts payable hereunder at the rates or in
the amounts specified in this Agreement and the Notes. Whenever any Taxes are
paid by any Borrower with respect to payments made in connection with this
Agreement, as promptly as possible thereafter, such Borrower shall send to the
applicable Administrative Agent for its own account or for the account of such
Lender, as the case may be, a certified copy of an original official receipt
received by such Borrower showing payment thereof (or such other evidence of
payment reasonably satisfactory to the Administrative Agent). Subject to the
provisions of subsection 9.12(d), if any Borrower fails to pay any Taxes when
due to the appropriate taxing authority or fails to remit to the applicable
Administrative Agent the required receipts or other required documentary
evidence, such Borrower shall indemnify such Administrative Agent and the
Lenders for any incremental taxes, interest or penalties that may become payable
by such Administrative Agent or any Lenders as a result of any such failure.

                  (b) Each Lender (other than a Lender that is treated as a
corporation for United States federal income tax purposes) that is incorporated
or organized under the laws of the United States of America or a state thereof
agrees that, prior to the first date any payment is due to be made to it
hereunder or under any Note, it will deliver to the U.S. Borrower and the
General Administrative Agent two valid, duly completed copies of United States
Internal Revenue Service Form W-9 certifying that such Lender is entitled to
receive payments hereunder without deduction or withholding of any United States
federal backup withholding tax. Each U.S. Revolving Lender and each Term Lender
(and each other Lender lending to the U.S. Borrower) that is not incorporated or
organized under the laws of the United States of America or a state thereof
agrees that, prior to the first date any payment is due to be made to it
hereunder or under any Note, it will deliver to the U.S. Borrower and the
General Administrative Agent two valid, duly completed copies of United States
Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as
the case may be, certifying in each case that such Lender is entitled to receive
payments by the U.S. Borrower under this Agreement and the Notes payable to it,
without deduction or withholding of any United States federal income taxes;
provided, however, that any Lender that is not the beneficial owner of a payment
(as defined in Treasury Regulation Section 1.1441-1(c)(6)) and is unable to
provide a Form W-8BEN or W-8ECI shall provide the U.S. Borrower and the General
Administrative Agent with a validly, duly executed copy of IRS Form W-8IMY and
all necessary attachments establishing that it is entitled to receive payments
without deduction of any U.S. federal income taxes. Each Lender which delivers
to the U.S. Borrower and the General Administrative Agent a Form W-8BEN or
W-8ECI or W-8IMY pursuant to the preceding sentences further undertakes to
deliver to the U.S. Borrower and the General Administrative Agent two further
copies of the said Form




                                                                              73


W-8BEN or W-8ECI or W-8IMY, or successor applicable forms, or other manner or
certification, as the case may be, on or before the date that any such form
expires or becomes obsolete or otherwise is required to be resubmitted as a
condition to obtaining an exemption from withholding tax, or after the
occurrence of any event requiring a change in the most recent form previously
delivered by it to the U.S. Borrower, and such extensions or renewals thereof as
may reasonably be requested by the U.S. Borrower, in each case, certifying in
the case of a Form W-8BEN or W-8ECI or W-8IMY or successor applicable form that
such Lender is entitled to receive payments by the U.S. Borrower under this
Agreement without deduction or withholding of any United States federal income
taxes unless any change in treaty, law or regulation or official interpretation
thereof has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such letter or form
with respect to it and such Lender advises the U.S. Borrower that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax or any deduction or withholding of United States
backup withholding tax. To the extent an Administrative Agent is not also a
Lender hereunder, such Administrative Agent shall comply with this paragraph as
if such Administrative Agent were a U.S. Revolving Lender.

                  (c) Each Multicurrency Lender shall, upon request by a Foreign
Subsidiary Borrower (or the U.S. Borrower on its behalf), within a reasonable
period of time after such request, deliver to such Foreign Subsidiary Borrower
or the applicable governmental or taxing authority, as the case may be, any form
or certificate required in order that any payment by such Foreign Subsidiary
Borrower under this Agreement or any Notes to such Lender may be made free and
clear of, and without deduction or withholding for or on account of any Taxes
(or to allow any such deduction or withholding to be at a reduced rate) imposed
on such payment under the laws of the jurisdiction under which such Foreign
Subsidiary Borrower is incorporated or organized, provided that such Lender is
legally entitled to complete, execute and deliver such form or certificate and
in such Lender's reasonable judgment such completion, execution or submission
would not materially prejudice the legal position of such Lender.

                  (d) Neither the U.S. Borrower nor any other Borrower shall be
required to pay any additional amounts to any Administrative Agent or any Lender
(or Transferee except to the extent such Transferee's transferor was entitled,
at the time of transfer, to receive additional amounts from the U.S. Borrower)
in respect of Taxes pursuant to subsection 9.12(a) if (i) the obligation to pay
such additional amounts would not have arisen but for a failure by an
Administrative Agent or such Lender (or Transferee) to comply with the
requirements of subsection 9.12(b) or (c) (or in the case of a Transferee, the
requirements of subsection 17.6(h)); (ii) the obligation to pay such additional
amounts arises as a result of U.S. federal withholding tax imposed on the date
hereof (or, in the case of a Transferee, the date such Transferee obtained its
interest in this Agreement, any Loan or any Note); or (iii) such Lender is a
Conduit Lender, unless the Lender designating such Conduit Lender also complies
with the provisions of Section 9.12(b) or (c) as if such designating Lender were
a Lender hereunder.

                  (e) Notwithstanding any other provision hereof, no Borrower
shall have any obligation to pay any additional amounts pursuant to this
subsection 9.12 to any Canadian Lender in respect of any time after which such
Canadian Lender has ceased to maintain its status as a resident of Canada for
the purposes of the Tax Act.

                  (f) Each Lender agrees to use reasonable efforts (including
reasonable efforts to change its lending office) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this subsection 9.12;
provided, however, that such efforts shall not impose on such Lender any




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additional costs or legal or regulatory burdens deemed by such Lender in its
reasonable judgment to be material.

                  (g) The agreements in subsection 9.12(a) shall survive the
termination of this Agreement and the payment of the Notes and all other amounts
payable hereunder until the expiration of the applicable statute of limitations
for such taxes.

                  (h) If an Administrative Agent or any Lender determines, in
its sole discretion, that it has received a refund or direct credit in respect
of and specifically associated with any Taxes as to which it has been
indemnified by a Borrower, or with respect to which a Borrower has paid
additional amounts, it shall promptly notify such Borrower of such refund or
direct credit and shall pay over the amount of such refund or direct credit,
without interest (other than interest paid or credited by the relevant
Governmental Authority attributable to such refund or direct credit) to the
Borrower but only to the extent of indemnity payments made, or additional
amounts paid, by a Borrower with respect to the Taxes giving rise to such refund
or direct credit), net of all out-of-pocket expenses of such Person; provided
that the Borrower, upon the request of the Administrative Agent or Lender,
agrees to repay the amount paid over to the Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or Lender in the event the Administrative Agent or Lender
is required to repay such refund or direct credit to such Governmental
Authority. If an Administrative Agent or any Lender shall become aware that its
entitled to receive a refund or direct credit in respect of Taxes as to which it
has been indemnified by a Borrower or with respect to which a Borrower has paid
additional amounts, it shall promptly notify such Borrower of the availability
of such refund or direct credit and shall, within 30 days after receipt of a
request for such by the Borrower (whether as a result of notification that it
has made of such to the Borrower or otherwise), make a claim to such
Governmental Authority for such refund or direct credit and contest such Taxes
or liabilities if (i) the Borrower has agreed in writing to pay all of such
Lender's or Administrative Agent's reasonable costs and expenses relating to
such claim and (ii) such Lender or Administrative Agent determines, in its
reasonable discretion, that it would not be materially disadvantaged or
prejudiced as a result of such refund claim (it being understood that the mere
existence of fees, charges, costs or expenses that a Borrower has offered to and
agreed to pay on behalf of the Lender or Administrative Agent shall not be
deemed to be materially disadvantageous to such person). This paragraph shall
not be construed to require any Administrative Agent or Lender to make available
its tax returns (or any other information relating to its taxes that it deems
confidential) to the Borrower or any other person. Notwithstanding anything to
the contrary, in no event will any Administrative Agent or Lender be required to
pay any amount to the Borrower the payment of which would place such
Administrative Agent or Lender in a less favorable net after-tax position than
such Administrative Agent or Lender would have been in if the additional amounts
giving rise to such refund of any Taxes had never been paid.

                  (i) With respect to Loans and other extensions of credit made
available to Lear Corporation (UK) Limited, the provisions of Exhibit O shall
also be applicable.

                  9.13 Assignment of Commitments Under Certain Circumstances.
(a) In the event that any Lender shall have delivered a notice or certificate
pursuant to subsection 9.10 or any Borrower has been required to pay any Taxes
in respect of any Lender pursuant to subsection 9.12, the U.S. Borrower shall
have the right, at its own expense, upon notice to such Lender and the General
Administrative Agent, to require such Lender to transfer and assign without
recourse (in accordance with and subject to the restrictions contained in
subsection 17.6) all its interests, rights and obligations under this Agreement
to another bank or financial institution identified by the U.S. Borrower and
reasonably acceptable to the General Administrative Agent (subject to the
restrictions contained in subsection 17.6) which shall




                                                                              75


assume such obligations; provided that (i) no such assignment shall conflict
with any law, rule or regulation or order of any Governmental Authority and (ii)
the Borrower or the assignee, as the case may be, shall pay to the transferor
Lender in immediately available funds on the date of such assignment the
principal of and interest accrued to the date of payment on the Loans made by it
hereunder and all other amounts accrued for its account or owed to it hereunder,
including, without limitation, amounts payable pursuant to subsection 9.10 and
any amounts that would be payable under Subsection 9.11 if such amount were a
prepayment made in the amount and on the date of such assignment.

                  (b) In the event that any Multicurrency Lender (including a
Transferee) does not, for any reason, deliver all forms and certificates
required to permit all payments by all Foreign Subsidiary Borrowers hereunder to
be made free and clear of, and without deduction or withholding for or on
account of, any Taxes, the U.S. Borrower may, so long as no Event of Default has
occurred and is continuing, require such Multicurrency Lender, upon five
Business Days' prior written notice from the U.S. Borrower, to assign the entire
then outstanding principal amount of the Multicurrency Loans owing to such
Multicurrency Lender and the entire Multicurrency Commitment of such
Multicurrency Lender (including its obligation to share risk participations in
any Swing Line Multicurrency Loans) to one or more Lenders selected by the U.S.
Borrower which, after giving effect to such assignment, will have a U.S.
Revolving Credit Commitment in excess of its Multicurrency Commitment. In the
case of any such assignment to another Lender, such assignee Lender shall assign
to such assignor Multicurrency Lender a principal amount of outstanding U.S.
Revolving Credit Loans owing to such assignee Lender equal to the lesser of (i)
the sum of the U.S. Dollar Equivalent of the amount of (x) the Multicurrency
Loans assigned to such assignee Lender and (y) such assignee Lender's
Multicurrency Commitment Percentage of the aggregate unpaid principal amount of
all Swing Line Multicurrency Loans on such date and (ii) the aggregate
outstanding principal amount of U.S. Revolving Credit Loans owing to such
assignee Lender. Any such assignments pursuant to the two precedent sentences
shall be effected in accordance with subsection 17.6(c) and, as a condition to
such assignment, simultaneously with such assignment, the U.S. Borrower shall
pay or cause to be paid all amounts due to the assignor Multicurrency Lender and
the assignee Lender hereunder on the effective date of such assignments.

                  9.14 Use of Proceeds. The proceeds of the Loans shall be used
for general corporate purposes of the U.S. Borrower and its Subsidiaries,
including acquisitions and as a backup to commercial paper facilities.

                  SECTION 10. REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders to enter into this Agreement and to make
the Loans, and to induce the Issuing Lender to issue Letters of Credit, each
Borrower hereby represents and warrants to each Administrative Agent and to each
Lender that:

                  10.1 Financial Statements. The audited consolidated balance
sheets of the U.S. Borrower as of December 31, 2004 and the related statements
of income and cash flow for the fiscal year ending on such date, heretofore
furnished to the General Administrative Agent and the Lenders and certified by a
Responsible Officer of the U.S. Borrower are complete and correct in all
material respects and fairly present the financial condition of the U.S.
Borrower on such date. The unaudited consolidated balance sheet of U.S. Borrower
as at July 2, 2005, and the related unaudited consolidated statements of income
and cash flows for the three-month period ended on such date, fairly present the
financial condition of the U.S. Borrower on such date (subject to normal
year-end audit adjustments). All such financial statements, including the
related schedules and notes thereto, have been prepared in conformity with GAAP
applied on a consistent basis (subject to normal year-end adjustments). All
liabilities, direct




                                                                              76


and contingent, of the U.S. Borrower on such date required to be disclosed
pursuant to GAAP are disclosed in such financial statements.

                  10.2 No Change. As of the Closing Date only, there has been no
material adverse change in the business, operations, assets or financial
condition of the U.S. Borrower and its Subsidiaries taken as a whole from that
reflected on the financial statements dated December 31, 2004 referred to in
subsection 10.1.

                  10.3 Existence; Compliance with Law. The U.S. Borrower and
each of its Material Subsidiaries (a) is duly organized, validly existing and in
good standing (or the functional equivalent thereof in the case of Foreign
Subsidiaries) under the laws of the jurisdiction of its organization, (b) has
the corporate or partnership power and authority, as the case may be, and the
legal right, to own and operate its property, to lease the property it operates
as lessee and to conduct the business in which it is currently engaged, (c) is
duly qualified as a foreign corporation or partnership, as the case may be, and
in good standing (or the functional equivalent thereof in the case of Foreign
Subsidiaries) under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
except where the failure to be so qualified and in good standing, individually
or in the aggregate, would not have a Material Adverse Effect and (d) is in
compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.

                  10.4 Power; Enforceable Obligations; Authorization. Each Loan
Party has the corporate or partnership power and authority, as the case may be,
and the legal right, to execute, deliver and perform each of the Loan Documents
to which it is a party or to which this Agreement requires it to become a party.
Each Loan Party has taken all necessary corporate or partnership action, as the
case may be, to authorize the execution, delivery and performance of each of the
Loan Documents to which it is a party or to which this Agreement requires it to
become a party. This Agreement and each other Loan Document to which any Loan
Party is a party has been, and each other Loan Document to be executed by a Loan
Party hereunder will be, duly executed and delivered on behalf of such Loan
Party. This Agreement and each other Loan Document to which any Loan Party is a
party constitutes, and each other Loan Document to be executed by a Loan Party
hereunder will constitute, a legal, valid and binding obligation of such Loan
Party enforceable against such Loan Party in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

                  10.5 No Legal Bar. The execution, delivery and performance by
each Loan Party of the Loan Documents to which it is a party, the borrowings
hereunder and the use of the proceeds thereof, (a) do not require any consent or
approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect, (b) will not violate any applicable law or regulation or
the charter, by-laws or other organizational documents of the U.S. Borrower or
any of its Subsidiaries or any order of any Governmental Authority other than
any violation which would not have a Material Adverse Effect, (c) will not
violate any Contractual Obligation of the U.S. Borrower or any of its
Subsidiaries other than any violation which would not have a Material Adverse
Effect and (d) will not result in, or require, the creation or imposition of any
Lien (other than the Liens created by the Security Documents) on any of its or
their respective properties or revenues pursuant to any Requirement of Law or
Contractual Obligation.




                                                                              77


                  10.6 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the U.S. Borrower, overtly threatened by or against the U.S.
Borrower or any of its Subsidiaries or against any of its or their respective
properties or revenues (a) with respect to any Loan Document or any of the
transactions contemplated hereby or thereby or (b) which would reasonably be
expected to have a Material Adverse Effect.

                  10.7 Taxes. Each of the U.S. Borrower and its Material
Subsidiaries has filed or caused to be filed all Tax returns and reports which,
to the knowledge of the U.S. Borrower, are required to have been filed and has
paid or caused to be paid all Taxes required to have been paid by it, except (a)
Taxes that are being contested in good faith by appropriate proceedings and for
which the Borrower or such Subsidiary, as applicable, has set aside on its books
adequate reserves or (b) to the extent that the failure to do so would not
reasonably be expected to have a Material Adverse Effect.

                  10.8 Securities Law, etc. Compliance. All transactions
contemplated by this Agreement and the other Loan Documents comply in all
material respects with all applicable laws and any rules and regulations
thereunder, including takeover, disclosure and other federal, state and foreign
securities law and Regulations T, U and X of the Federal Reserve Board.

                  10.9 ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, would reasonably be expected to
have a Material Adverse Effect. The present value of all accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan by an amount which, individually or in
the aggregate, would reasonably be expected to have a Material Adverse Effect.
The present value of all accumulated benefit obligations of all underfunded
Plans (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed the fair market value of
the assets of all such underfunded Plans by an amount which would reasonably be
expected to have a Material Adverse Effect.

                  10.10 Investment and Holding Company Status. Neither the U.S.
Borrower nor any of its Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

                  10.11 Subsidiaries, etc. The Subsidiaries of the U.S. Borrower
as of the Restatement Date are those listed on Schedule V. The U.S. Borrower
owns, as of the Restatement Date, the percentage of the issued and outstanding
Capital Stock or other evidences of the ownership of each Subsidiary listed on
Schedule V as set forth on such Schedule.

                  10.12 Environmental Matters. Except for the Disclosed Matters
and except with respect to any other matters that, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect,
neither the U.S. Borrower nor any of its Subsidiaries (i) has failed to comply
with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability, (iii) has received notice of any claim
with respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability.




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                  SECTION 11. CONDITIONS PRECEDENT

                  11.1 Conditions to Restatement Date. The Restatement Date
shall occur on the date of satisfaction of the following conditions precedent:

                  (a) Agreement. The General Administrative Agent shall have
         received counterparts of this Agreement, duly executed by a Responsible
         Officer of each Borrower and by each Administrative Agent, each Term
         Lender and the Majority U.S. Lenders and duly acknowledged by each
         Subsidiary Guarantor.

                  (b) Consents. The General Administrative Agent shall have
         received, and made available to each Lender, true and correct copies
         (in each case certified as to authenticity on such date by a duly
         authorized officer of the U.S. Borrower) of all documents and
         instruments, including all material consents, authorizations and
         filings, required under any Requirement of Law or by Contractual
         Obligation of the U.S. Borrower or any of its Subsidiaries, in
         connection with the execution, delivery, performance, validity and
         enforceability of this Agreement and the other Loan Documents, and such
         consents, authorizations and filings shall be satisfactory in form and
         substance to the Lenders and be in full force and effect.

                  (c) Incumbency Certificates. The General Administrative Agent
         shall have received, with a copy for each Lender, a certificate of the
         Secretary or Assistant Secretary of each Domestic Loan Party and the
         Canadian Borrower, dated the Restatement Date, as to the incumbency and
         signature of their respective officers executing each Loan Document to
         be entered into on the Restatement Date to which it is a party,
         together with satisfactory evidence of the incumbency of such Secretary
         or Assistant Secretary.

                  (d) Corporate Proceedings. The General Administrative Agent
         shall have received, with a copy for each Lender, a copy of the
         resolutions in form and substance satisfactory to the General
         Administrative Agent, of the Board of Directors (or the executive
         committee or other governing authority thereof) of each Domestic Loan
         Party and the Canadian Borrower authorizing the execution, delivery and
         performance of each Loan Document to be entered into on the Restatement
         Date to which it is a party.

                  (e) Fees. The General Administrative Agent shall have received
         all fees required to be paid to the General Administrative Agent and/or
         the Lenders pursuant to Section 9.5 and/or any other written agreement
         on or prior to the Restatement Date.

                  (f) Legal Opinion of Counsel to U.S. Borrower. The General
         Administrative Agent shall have received, with a copy for each Lender,
         an opinion, dated the Restatement Date, of Winston & Strawn LLP,
         special counsel to the U.S. Borrower and its Subsidiaries and in
         substantially the form of Exhibit K and covering such other matters
         incident to the transactions contemplated hereby as the Lenders may
         reasonably require.

                  11.2 Conditions to Each Extension of Credit. The agreement of
each Lender to make any Extension of Credit requested to be made by it on any
date (including, without limitation, the Restatement Date), is subject to the
satisfaction of the following conditions precedent as of the date such Extension
of Credit is requested to be made:

                  (a) Representations and Warranties. The representations and
         warranties made by each of the Loan Parties in or pursuant to the Loan
         Documents shall be true and correct in all




                                                                              79


         material respects on and as of such date as if made on and as of such
         date (except that any representation or warranty which by its terms is
         made as of a specified date shall be true and correct in all material
         respects as of such specified date); provided, that the representation
         set forth in Section 10.2 shall only be made as of the Closing Date.

                  (b) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         Extension of Credit requested to be made on such date.

                  (c) Foreign Subsidiary Opinion. If such requested Extension of
         Credit is the initial Multicurrency Loan or Swing Line Multicurrency
         Loan to be made to any Foreign Subsidiary Borrower that is not a party
         to this Agreement on the Restatement Date, the General Administrative
         Agent shall have received (with a copy for each Lender) a Foreign
         Subsidiary Opinion in respect of such Foreign Subsidiary Borrower.

Each Extension of Credit made to a Borrower hereunder shall constitute a
representation and warranty by such Borrower as of the date of such Extension of
Credit that the conditions contained in this subsection 11.2 have been
satisfied.

                  SECTION 12. AFFIRMATIVE COVENANTS

                  The U.S. Borrower hereby agrees that, so long as the
Commitments (or any of them) remain in effect, any Loan, Acceptance
Reimbursement Obligation, Acceptance Note, Reimbursement Obligation or
Subsidiary Reimbursement Obligation remains outstanding and unpaid or any other
amount is owing to any Lender or either Administrative Agent hereunder or under
any other Loan Document, the U.S. Borrower shall and shall cause each of its
Subsidiaries to:

                  12.1 Financial Statements. Furnish to each Lender (or to the
General Administrative Agent on behalf of such Lender):

                  (a) as soon as available, but in any event within 120 days
         after the end of each fiscal year of the U.S. Borrower, a copy of the
         audited consolidated balance sheet of the U.S. Borrower and its
         consolidated Subsidiaries as at the end of such year and the related
         consolidated statements of income and cash flows for such year, setting
         forth in each case in comparative form the figures for the previous
         year, reported on without a "going concern" or like qualification or
         exception, or qualification arising out of the scope of the audit, by
         independent certified public accountants of nationally recognized
         standing; and

                  (b) as soon as available, but in any event not later than 60
         days after the end of each of the first three quarterly periods of each
         fiscal year of the U.S. Borrower, the unaudited consolidated balance
         sheet of the U.S. Borrower and its consolidated Subsidiaries as at the
         end of each such quarter and the related unaudited consolidated
         statements of income and cash flows of the U.S. Borrower and its
         consolidated Subsidiaries for such quarter and the portion of the
         fiscal year through such date, setting forth in each case in
         comparative form the figures for the corresponding quarterly period of
         the previous year, certified by a Responsible Officer (subject to
         normal year-end audit adjustments).

The U.S. Borrower covenants and agrees that all such financial statements shall
be complete and correct in all material respects and shall be prepared in
reasonable detail and in accordance with GAAP (subject, in the case of interim
statements, to normal year-end adjustments and to the fact that such financial




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statements may be abbreviated and may omit footnotes or contain incomplete
footnotes) applied consistently throughout the periods reflected therein (except
as approved by such accountants or officer, as the case may be, and disclosed
therein).

                  12.2 Certificates; Other Information. Furnish to each Lender
(or to the General Administrative Agent on behalf of such Lender):

                  (a) concurrently with the delivery of the financial statements
         referred to in subsection 12.1(a) and (b), a certificate of a
         Responsible Officer of the U.S. Borrower (i) stating that such
         Responsible Officer has obtained no knowledge of any Default or Event
         of Default except as specified in such certificate, (ii) stating, to
         the best of such Responsible Officer's knowledge, that all such
         financial statements are complete and correct in all material respects
         (subject, in the case of interim statements, to normal year-end audit
         adjustments) and have been prepared in reasonable detail and in
         accordance with GAAP applied consistently throughout the periods
         reflected therein (except as disclosed therein) and (iii) showing in
         detail the calculations supporting such statements in respect of
         subsection 13.1;

                  (b) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the U.S. Borrower or any Subsidiary with the Securities and
         Exchange Commission, or any Governmental Authority succeeding to any or
         all of the functions of said Commission;

                  (c) promptly after Moody's or S&P shall have announced a
         change in the rating established or deemed to have been established for
         the Index Debt, written notice of such rating change; and

                  (d) promptly, subject to reasonable confidentiality
         requirements and confidentiality agreements to which the U.S. Borrower
         or any of its Subsidiaries is a party, following any request therefor,
         such other information regarding the operations, business affairs and
         financial condition of the U.S. Borrower or any Subsidiary, or
         compliance with the terms of this Agreement, as the General
         Administrative Agent or any Lender may reasonably request.

Documents required to be delivered pursuant to Section 12.1, Section 12.2 or
Section 12.6 may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date received by the General Administrative
Agent. Each Lender shall be deemed to have received such documents on the date
on which such documents are posted on the U.S. Borrower's behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender
and the General Administrative Agent have access (whether a commercial or
governmental third-party website or whether sponsored by the General
Administrative Agent); provided, that the U.S. Borrower shall notify (which may
be by facsimile or electronic mail) the General Administrative Agent of the
posting of any such documents and, at the request of the General Administrative
Agent, provide by electronic mail electronic versions (i.e., soft copies) of
such documents.

                  12.3 Existence; Continuation of Business. Do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence and the rights, licenses, permits, privileges and franchises
material to the conduct of its business except where the failure to do so would
not reasonably be expected to have a Material Adverse Effect; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 13.2.




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                  12.4 Compliance with Laws. Comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

                  12.5 Inspection of Property; Books and Records; Discussions.
Keep proper books of record and account in which full, true and correct entries
are made of all dealings and transactions in relation to its business and
activities; and permit any representatives designated by the General
Administrative Agent or any Lender (subject to reasonable confidentiality
agreements), upon reasonable prior notice, to visit and inspect its properties,
to examine and make extracts from its books and records, and to discuss its
affairs, finances and condition with its officers, all at such reasonable times
and as often as reasonably requested; provided, that such inspections shall be
coordinated through the General Administrative Agent so that in the absence of
an Event of Default, not more than one such inspection shall occur in any
calendar year.

                  12.6 Notices. Promptly give notice to the General
Administrative Agent and each Lender:

                  (a) of the occurrence of any Default or Event of Default;

                  (b) of any litigation or proceeding affecting the U.S.
         Borrower or any of its Subsidiaries in which the then reasonably
         anticipated exposure of the U.S. Borrower and its Subsidiaries is
         $50,000,000 or more and not covered by insurance, or in which
         injunctive or similar relief is sought which is then reasonably
         anticipated to have an adverse economic effect on the U.S. Borrower and
         its Subsidiaries of $50,000,000 or more; and

                  (c) the occurrence of any event or condition which would
         reasonably be expected to result in a Material Adverse Effect.

Each notice pursuant to this subsection 12.6 shall be accompanied by a statement
of a Responsible Officer of the U.S. Borrower setting forth details of the
occurrence referred to therein and stating what action the U.S. Borrower
proposes to take with respect thereto.

                  12.7 Guarantor Supplement. (a) (i) Cause the Initial
Pledged Stock to be pledged to the General Administrative Agent, in its capacity
as Agent pursuant to one or more Pledge Agreements, on or before September 30,
2005; (ii) if any Person that executes a Pledge Agreement as a "Pledgor" is not
a Subsidiary Guarantor, cause such Person to execute and deliver to the General
Administrative Agent an executed Guarantor Supplement on or prior to the date of
execution of such Pledge Agreement and (iii) cause the General Administrative
Agent, in its capacity as Agent pursuant to the relevant Pledge Agreement, to
receive, on or before the date of execution of such Pledge Agreement, legal
opinions of counsel to the U.S. Borrower reasonably acceptable to the General
Administrative Agent covering such matters in respect of such pledges and
Guarantor Supplements as the General Administrative Agent shall reasonably
request.

                  (b) As soon as possible and in no event later than 45 days
after the delivery of any financial statements under subsection 12.1(a) or (b),
for any fiscal period ending on or after October 1, 2005, cause (i) all of the
Capital Stock owned directly or indirectly by the U.S. Borrower of each of the
U.S. Borrower's direct or indirect Domestic Subsidiaries (other than any
Excluded Subsidiary) which on the date of such financial statements constituted
at least 5% of Consolidated Assets or for the twelve month period ended on the
date of such financial statements represented at least 5% of Consolidated
Revenues to be pledged to the General Administrative Agent, in its capacity as
Agent pursuant to the U.S.




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Pledge Agreement, pursuant to an assumption agreement in the form of Annex 1 to
the U.S. Pledge Agreement, (ii) 65% of the voting Capital Stock and all
non-voting Capital Stock (or such lesser amount as may be owned by the U.S.
Borrower and its Domestic Subsidiaries) of each of the U.S. Borrower's or any of
its Domestic Subsidiaries' direct Foreign Subsidiaries, which, on the date of
such financial statements, constituted at least 5% of Consolidated Assets or for
the twelve month period ended on the date of such financial statements
represented at least 5% of Consolidated Revenues to be pledged to the General
Administrative Agent, in its capacity as Agent pursuant to the U.S. Pledge
Agreement, for the ratable benefit of the Lenders hereunder, pursuant to an
assumption agreement in the form of Annex 1 to the U.S. Pledge Agreement and
(iii) the General Administrative Agent, in its capacity as Agent pursuant to the
U.S. Pledge Agreement, to receive legal opinions of counsel to the U.S. Borrower
acceptable to the General Administrative Agent covering such matters in respect
of such pledges as the General Administrative Agent shall reasonably request;
provided, that notwithstanding anything to the contrary contained in this
subsection 12.7(b), in no event shall the U.S. Borrower or any of its direct or
indirect Domestic Subsidiaries be required to pledge Capital Stock of any
Subsidiary that is not a corporation if the U.S. Borrower reasonably believes
that such stock pledge would violate the terms of any indenture governing public
debt of the U.S. Borrower.

                  (c) As soon as possible and in no event later than 45 days
after the delivery of any financial statements under subsection 12.1(a) or (b)
for any fiscal period ending on or after October 1, 2005, cause (i) each of the
U.S. Borrower's direct and indirect Domestic Subsidiaries (other than any
Excluded Subsidiary), which on the date of such financial statements represented
at least 5% of Consolidated Assets or for the twelve month period ended on the
date of such financial statements represented at least 5% of Consolidated
Revenues to execute and deliver a Guarantor Supplement to the General
Administrative Agent and (ii) the General Administrative Agent to receive
opinions of counsel to the U.S. Borrower, in form and substance reasonably
satisfactory to the General Administrative Agent, covering such matters in
respect of the Subsidiary Guarantee as the General Administrative Agent shall
reasonably request; provided, that, notwithstanding the foregoing, a Domestic
Subsidiary shall not be required to execute and deliver a Guarantor Supplement
or otherwise become a party to the Subsidiary Guarantee if (x) it is a holding
company whose only material asset consists of Capital Stock of one or more
Foreign Subsidiaries and (y) the Capital Stock of such Domestic Subsidiary is
pledged to the General Administrative Agent, in its capacity as Agent pursuant
to the U.S. Pledge Agreement and; provided further, that any Subsidiary of the
U.S. Borrower (whether or not such Subsidiary satisfies the criteria set forth
in clause (i) above in this paragraph (c)), which has guaranteed any Public
Indebtedness of the U.S. Borrower or any of its Subsidiaries, shall be required
in any event to execute and deliver a Guarantor Supplement or otherwise become a
party to the Subsidiary Guarantee concurrently with entering into any such
guarantee of Public Indebtedness.

                  (d) Notwithstanding anything set forth herein to the contrary,
if (i) any Capital Stock of Lear Germany is ever pledged pursuant to subsection
12.7(b) above and (ii) thereafter, Lear Germany becomes a direct or indirect
Subsidiary of European Holdco, cause within ten (10) Business Days after the
date on which Lear Germany becomes a direct or indirect Subsidiary of European
Holdco, (i) 65% of the voting Capital Stock and all non-voting Capital Stock (or
such lesser amount as may be owned by the U.S. Borrower and its Domestic
Subsidiaries) of European Holdco to be pledged to the General Administrative
Agent, in its capacity as Agent pursuant to the U.S. Pledge Agreement and (ii)
the General Administrative Agent, in its capacity as Agent pursuant to the U.S.
Pledge Agreement, to receive legal opinions of counsel to the U.S. Borrower
acceptable to the General Administrative Agent covering such matters in respect
of such pledge as the General Administrative Agent shall reasonably request.




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                  (e) In determining whether any Domestic Subsidiary or Foreign
Subsidiary meets the 5% thresholds set forth in subsection 12.7(b) and 12.7(c)
above, it is understood and agreed that such determination shall be computed by
using the equity method of accounting in accordance with GAAP.

                  SECTION 13. NEGATIVE COVENANTS

                  The U.S. Borrower hereby agrees that, so long as the
Commitments (or any of them) remain in effect, any Loan, Acceptance
Reimbursement Obligation, Acceptance Note, Reimbursement Obligation or
Subsidiary Reimbursement Obligation remains outstanding and unpaid or any other
amount is owing to any Lender or either Administrative Agent hereunder or under
any other Loan Document, the U.S. Borrower shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly:

                  13.1 Financial Covenants.

                  (a) Interest Coverage. Permit the ratio of (i) Consolidated
Operating Profit on the last day of any fiscal quarter for the four fiscal
quarter period then ended to (ii) Consolidated Interest Expense for such four
consecutive fiscal quarters, to be less than 3.50:1.00.

                  (b) Leverage Ratio. Permit the Leverage Ratio at the last day
of any period of four consecutive fiscal quarters of the U.S. Borrower to be
greater than (a) for the four consecutive fiscal quarters of the U.S. Borrower
ended July 2, 2005, 3.25:1, (b) for the four consecutive fiscal quarters ended
October 1, 2005 and December 31, 2005, 3.75:1, (c) for the four consecutive
fiscal quarters ended April 1, 2006, 3.50:1 and (d) for the each period of four
consecutive fiscal quarters ending thereafter, 3.25:1.

                  13.2 Limitations on Fundamental Changes. Unless expressly
permitted under this Agreement, enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease, assign, transfer or
otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except:

                  (a) any Subsidiary of the U.S. Borrower may be merged or
         consolidated with or into the U.S. Borrower (provided that the U.S.
         Borrower shall be the continuing or surviving corporation) or with or
         into any one or more other Subsidiaries of the U.S. Borrower;

                  (b) any Subsidiary may sell, lease, transfer or otherwise
         dispose of any or all of its assets (upon voluntary liquidation or
         otherwise) to the U.S. Borrower or any other Subsidiary of the U.S.
         Borrower;

                  (c) the U.S. Borrower may merge or consolidate with any
         Person, provided that (A) the U.S. Borrower is the surviving
         corporation of such merger or consolidation, (B) after giving effect
         thereto, no Default or Event of Default is in existence and (C) if such
         merger or consolidation had occurred on the first day of the period of
         four full fiscal quarters most recently ended prior to the date of such
         event, the U.S. Borrower would have been in compliance with subsection
         13.1 during such period of four full fiscal quarters; and

                  (d) any Subsidiary may be merged, consolidated or amalgamated
         with or into any Person, or may sell, lease, transfer or otherwise
         dispose of its assets (upon voluntary liquidation, dissolution or
         otherwise) to any Person or may liquidate, wind up or dissolve itself
         if (A) after giving effect thereto, no Default or Event of Default is
         in existence and (B) if such merger,




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         consolidation, amalgamation, sale, lease, transfer or other disposition
         had occurred on the first day of the period of four fiscal quarters
         most recently ended prior to the date of such event, the U.S. Borrower
         would have been in compliance with subsection 13.1 during such period
         of four full fiscal quarters.

                  13.3 Limitation on Subsidiary and Secured Indebtedness. (a)
Create, incur, assume or suffer to exist Subsidiary and Secured Indebtedness in
an aggregate principal amount at any time outstanding exceeding 15% of
Consolidated Assets at such time; provided, that the aggregate outstanding
principal amount of Subsidiary and Secured Indebtedness incurred at any time by
Lear Midwest Automotive, Limited Partnership, Lear Trim L.P. and the Canadian
Borrower shall not exceed 5% of Consolidated Assets at any time.

                  (b) Create, incur, assume or suffer to exist any Indebtedness
that constitutes Subsidiary and Secured Indebtedness and that is secured by any
Lien on any property, assets or receivables of the U.S. Borrower or any of its
Subsidiaries (other than Specified Liens) in an aggregate principal amount at
any time exceeding 5% of Consolidated Assets at such time.

                  SECTION 14. GUARANTEE

                  14.1 Guarantee. (a) The U.S. Borrower hereby unconditionally
and irrevocably guarantees to the General Administrative Agent, for the ratable
benefit of the Administrative Agents and the Lenders and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by each of the other Borrowers when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations of such Borrowers.

                  (b) The U.S. Borrower further agrees to pay any and all
expenses (including, without limitation, all reasonable fees and disbursements
of counsel, provided that the U.S. Borrower shall only be required to pay the
fees and disbursements of (i) one counsel for the General Administrative Agent,
(ii) one counsel for the Canadian Administrative Agent, (iii) one counsel for
the Canadian Lenders, (iv) one counsel for the U.S. Revolving Lenders and the
Term Lenders and (v) one counsel for the General Administrative Agent and the
Multicurrency Lenders in the jurisdiction of each Foreign Subsidiary Borrower)
which may be paid or incurred by the Administrative Agents, or any Lender in
enforcing, or obtaining advice of counsel in respect of, any rights with respect
to, or collecting, any or all of the Obligations and/or enforcing any rights
with respect to, or collecting against, the U.S. Borrower under this Section.
This Section shall remain in full force and effect until the Obligations are
paid in full and the Commitments are terminated, notwithstanding that from time
to time prior thereto any Borrower may be free from any Obligations.

                  (c) No payment or payments made by any Borrower or any other
Person or received or collected by the Administrative Agents or any Lender from
any Borrower or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application, at any time or from time to time, in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of the U.S. Borrower hereunder which
shall, notwithstanding any such payment or payments, remain liable hereunder for
the Obligations until the Obligations are paid in full and the Commitments are
terminated.

                  (d) The U.S. Borrower agrees that whenever, at any time, or
from time to time, it shall make any payment to any Administrative Agent or any
Lender on account of its liability hereunder, it will notify such Administrative
Agent and such Lender in writing that such payment is made under this Section
for such purpose.




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                  14.2 No Subrogation. Notwithstanding any payment or payments
made by the U.S. Borrower hereunder, or any set-off or application of funds of
the U.S. Borrower by any Administrative Agent or any Lender, the U.S. Borrower
shall not be entitled to be subrogated to any of the rights of any
Administrative Agent or any Lender against the other Borrowers or against any
collateral security or guarantee or right of offset held by any Administrative
Agent or any Lender for the payment of the Obligations, nor shall the U.S.
Borrower seek or be entitled to seek any contribution or reimbursement from the
other Borrowers in respect of payments made by the U.S. Borrower hereunder,
until all amounts owing to the Administrative Agent and the Lenders by the other
Borrowers on account of the Obligations are paid in full and the Commitments are
terminated. If any amount shall be paid to the U.S. Borrower on account of such
subrogation rights at any time when all of the Obligations shall not have been
paid in full, such amount shall be held by the U.S. Borrower in trust for the
Administrative Agents and the Lenders, segregated from other funds of the U.S.
Borrower, and shall, forthwith upon receipt by the U.S. Borrower, be turned over
to the General Administrative Agent in the exact form received by the U.S.
Borrower (duly indorsed by the U.S. Borrower to the General Administrative
Agent, if required), to be applied against the Obligations, whether matured or
unmatured, in such order as the General Administrative Agent may determine.

                  14.3 Amendments, etc. with respect to the Obligations; Waiver
of Rights. The U.S. Borrower shall remain obligated hereunder notwithstanding
that, without any reservation of rights against the U.S. Borrower, and without
notice to or further assent by the U.S. Borrower, any demand for payment of any
of the Obligations made by any Administrative Agent or any Lender may be
rescinded by such Administrative Agent or such Lender, and any of the
Obligations continued, and the Obligations, or the liability of any other party
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by any Administrative Agent or any Lender, and any Loan
Documents and any other documents executed and delivered in connection therewith
may be amended, modified, supplemented or terminated, in whole or in part, in
accordance with the provisions thereof as the General Administrative Agent or
the Lenders (or the Majority Lenders, as the case may be) may deem advisable
from time to time, and any collateral security, guarantee or right of offset at
any time held by any Administrative Agent or any Lender for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released. None of any
Administrative Agent or any Lender shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the
Obligations or for this Agreement or any property subject thereto. When making
any demand hereunder against the U.S. Borrower, any Administrative Agent or any
Lender may, but shall be under no obligation to, make a similar demand on the
relevant Borrower or any other guarantor, and any failure by any Administrative
Agent or any Lender to make any such demand or to collect any payments from any
such Borrower or any such other guarantor or any release of such Borrower or
such other guarantor shall not relieve the U.S. Borrower of its obligations or
liabilities hereunder, and shall not impair or affect the rights and remedies,
express or implied, or as a matter of law, of any Administrative Agent or any
Lender against the U.S. Borrower. For the purposes hereof "demand" shall include
the commencement and continuance of any legal proceedings.

                  14.4 Guarantee Absolute and Unconditional. The U.S. Borrower
waives any and all notice of the creation, renewal, extension or accrual of any
of the Obligations and notice of or proof of reliance by any Administrative
Agent or any Lender upon this Agreement or acceptance of this Agreement; the
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon this Agreement; and all dealings between the Borrowers and the U.S.
Borrower and the other Borrowers, on the one hand, and the Administrative Agents
and the Lenders, on the other, shall likewise be conclusively presumed to have




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been had or consummated in reliance upon this Agreement. The U.S. Borrower
waives diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon the other Borrowers and the U.S. Borrower with respect
to the Obligations. This Section 14 shall be construed as a continuing, absolute
and unconditional guarantee of payment without regard to (a) the validity or
enforceability of this Agreement, any other Loan Document, any of the
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by any
Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Borrowers (other than the U.S. Borrower)
against any Administrative Agent or any Lender, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Borrowers or the U.S.
Borrower) which constitutes, or might be construed to constitute, an equitable
or legal discharge of the Borrowers for the Obligations, or of the U.S. Borrower
under this Section 14, in bankruptcy or in any other instance. When pursuing its
rights and remedies hereunder against the U.S. Borrower, any Administrative
Agent and any Lender may, but shall be under no obligation to, pursue such
rights and remedies as it may have against the other relevant Borrower or
against any collateral security or guarantee for the Obligations or any right of
offset with respect thereto, and any failure by any Administrative Agent or any
Lender to pursue such other rights or remedies or to collect any payments from
such other Borrower or to realize upon any such collateral security or guarantee
or to exercise any such right of offset, or any release of the other Borrowers
or any other Person or of any such collateral security, guarantee or right of
offset, shall not relieve the U.S. Borrower of any liability hereunder, and
shall not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of any Administrative Agent or any Lender against
the U.S. Borrower. This Section 14 shall remain in full force and effect and be
binding in accordance with and to the extent of its terms upon the U.S. Borrower
and its successors and assigns, and shall inure to the benefit of the
Administrative Agents and the Lenders, and their respective successors,
indorsees, transferees and assigns, until all the Obligations and the
obligations of the U.S. Borrower under this Agreement shall have been satisfied
by payment in full and the Commitments shall be terminated, notwithstanding that
from time to time during the term of this Agreement the Borrowers may be free
from any Obligations.

                  14.5 Reinstatement. This Section 14 shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by any Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Borrower or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, any Borrower or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

                  14.6 Payments. The U.S. Borrower hereby agrees that all
payments required to be made by it hereunder will be made to the General
Administrative Agent, for the benefit of the Administrative Agents and the
Lenders, as the case may be, without set-off or counterclaim in accordance with
the terms of the Obligations, including, without limitation, in the currency in
which payment is due.

                  SECTION 15. EVENTS OF DEFAULT

                  Upon the occurrence of any of the following events:

                  (a) Any Borrower shall fail to pay (i) any principal of any
         Loans or any Acceptance Reimbursement Obligations when due (whether at
         the stated maturity, by acceleration or otherwise) in accordance with
         the terms thereof or hereof or (ii) any interest on any Loans, any
         Reimbursement Obligations or Subsidiary Reimbursement Obligations, or
         any fee or other




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         amount payable hereunder, within five days after any such interest, fee
         or other amount becomes due in accordance with the terms hereof; or

                  (b) Any representation or warranty made or deemed made by the
         U.S. Borrower or any other Loan Party herein or in any other Loan
         Document or which is contained in any certificate, document or
         financial or other statement furnished at any time under or in
         connection with this Agreement or any other Loan Document shall prove
         to have been incorrect in any material respect on or as of the date
         made or deemed made; or

                  (c) The U.S. Borrower or any other Loan Party shall default in
         the observance or performance of any negative covenant contained in
         Section 13.1 or 13.2; or

                  (d) The U.S. Borrower or any other Loan Party shall default in
         the observance or performance of Section 13.3, and such default shall
         continue unremedied for a period of 10 days after notice thereof from
         the General Administrative Agent or the Required Lenders to the U.S.
         Borrower; or

                  (e) The U.S. Borrower or any Subsidiary Guarantor shall
         default in the observance or performance of any other agreement
         contained in this Agreement, the Subsidiary Guarantee or any Note other
         than as provided in (a) through (d) above, and such default shall
         continue unremedied for a period of 30 days after notice thereof from
         the General Administrative Agent or the Required Lenders to the U.S.
         Borrower; or

                  (f) This Agreement, any of the Security Documents or any Note
         shall cease, for any reason, to be in full force and effect, or the
         U.S. Borrower or any other Loan Party shall so assert, or any security
         interest created by any of the Security Documents shall cease to be
         enforceable and of the same effect and priority purported to be created
         thereby, except, in each case, as provided in subsection 17.17; or

                  (g) (i) The U.S. Borrower or any of its Subsidiaries shall
         default in any payment of principal of or interest on any Material
         Indebtedness beyond the period of grace (not to exceed 90 days), if
         any, provided in the instrument or agreement under which such Material
         Indebtedness was created or (ii) any event or condition occurs that
         results in any Material Indebtedness becoming due prior to its
         scheduled maturity or that enables or permits (with or without the
         giving of notice, the lapse of time or both) the holder or holders of
         any Material Indebtedness or any trustee or agent on its or their
         behalf to cause any Material Indebtedness to become due, or to require
         the prepayment, repurchase, redemption or defeasance thereof, prior to
         its scheduled maturity; provided that this clause (g)(ii) shall not
         apply to secured Indebtedness that becomes due as a result of the
         voluntary sale or transfer of the property or assets securing such
         Indebtedness; or

                  (h) An involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of the U.S. Borrower or any
         Material Subsidiary or its debts, or of a substantial part of its
         assets, under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect or (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the U.S. Borrower or any Material
         Subsidiary or for a substantial part of its assets, and, in any such
         case, such proceeding or petition shall continue undismissed for 60
         days or an order or decree approving or ordering any of the foregoing
         shall be entered; or




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                  (i) The U.S. Borrower or any Material Subsidiary shall (i)
         voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect, (ii) consent to the institution of, or fail to
         contest in a timely and appropriate manner, any proceeding or petition
         described in clause (h) of this Article, (iii) apply for or consent to
         the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the U.S. Borrower or any Material
         Subsidiary or for a substantial part of its assets, (iv) file an answer
         admitting the material allegations of a petition filed against it in
         any such proceeding, (v) make a general assignment for the benefit of
         creditors or (vi) take any action for the purpose of effecting any of
         the foregoing; or

                  (j) The U.S. Borrower or any Material Subsidiary shall become
         unable, admit in writing its inability or fail generally to pay its
         debts as they become due; or

                  (k) An ERISA Event shall have occurred that, when taken
         together with all other ERISA Events that have occurred, would
         reasonably be expected to have a Material Adverse Effect; or

                  (l) One or more judgments for the payment of money in an
         aggregate amount (to the extent not fully covered by insurance) in
         excess of $50,000,000 shall be entered against the U.S. Borrower or any
         of its Subsidiaries, and such judgments shall have not been paid,
         vacated, discharged, stayed or bonded pending appeal within 60 days
         from the entry thereof; or

                  (m) a Change in Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified
in paragraph (i) or (j) above with respect of the U.S. Borrower or the Canadian
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement (including, without limitation, all Reimbursement
Obligations, Subsidiary Reimbursement Obligations and Acceptance Reimbursement
Obligations, regardless of whether or not such Reimbursement Obligations,
Subsidiary Reimbursement Obligations and Acceptance Reimbursement Obligations
are then due and payable) shall immediately become due and payable, and (B) if
such event is any other Event of Default, any of the following actions may be
taken: (i) with the consent of the Majority Lenders, the General Administrative
Agent may, or upon the request of the Majority Lenders, the General
Administrative Agent shall, by notice to the U.S. Borrower declare the
Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; (ii) with the consent of the Majority Lenders, the
General Administrative Agent may, or upon the direction of the Majority Lenders,
the General Administrative Agent shall, by notice of default to the U.S.
Borrower, declare the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement (including all amounts payable in
respect of Letters of Credit whether or not the beneficiaries thereof shall have
presented the drafts and other documents required thereunder) and the Notes to
be due and payable forthwith, whereupon the same shall immediately become due
and payable and (iii) the General Administrative Agent may, and upon the
direction of the Majority Lenders shall, exercise any and all remedies and other
rights provided pursuant to this Agreement and/or the other Loan Documents.

                  With respect to all outstanding Reimbursement Obligations and
Subsidiary Reimbursement Obligations which have not matured at the time of an
acceleration pursuant to the preceding paragraph, the U.S. Borrower shall at
such time deposit in a cash collateral account opened by and maintained by the
General Administrative Agent an amount equal to the aggregate amount of all such




                                                                              89


Reimbursement Obligations and Subsidiary Reimbursement Obligations. Amounts held
in such cash collateral account shall be applied by the General Administrative
Agent to the payment of Reimbursement Obligations and Subsidiary Reimbursement
Obligations when drawings under the related Letters of Credit are made, and any
balance in such account shall be applied to repay other obligations of the U.S.
Borrower hereunder. After all Reimbursement Obligations and Subsidiary
Reimbursement Obligations shall have been satisfied and all other obligations of
the U.S. Borrower hereunder shall have been paid in full, the balance, if any,
in such cash collateral account shall be returned to the U.S. Borrower.

                  With respect to all outstanding Acceptance Reimbursement
Obligations in respect of Acceptances which have not matured at the time of an
acceleration pursuant to the second preceding paragraph, the Canadian Borrower
shall at such time deposit in a cash collateral account opened by and maintained
by the Canadian Administrative Agent an amount equal to the aggregate
undiscounted face amount of all such unmatured Acceptances. Amounts held in such
cash collateral account shall be applied by the Canadian Administrative Agent to
the payment of maturing Acceptances, and any balance in such account shall be
applied to repay other obligations of the Canadian Borrower hereunder and under
any Canadian Revolving Credit Notes. After all Acceptance Reimbursement
Obligations shall have been satisfied and all other obligations of the Canadian
Borrower hereunder and under any Canadian Revolving Credit Notes shall have been
paid in full, the balance, if any, in such cash collateral account shall be
returned to the Canadian Borrower.

                  Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind are hereby
expressly waived.

                  SECTION 16. THE ADMINISTRATIVE AGENTS, THE DOCUMENTATION
                              AGENT, THE SYNDICATION AGENT, THE SENIOR MANAGING
                              AGENTS, THE MANAGING AGENTS AND THE CO-AGENTS

                  16.1 Appointment. Each Lender hereby irrevocably designates
and appoints (a) JPMorgan Chase Bank as the General Administrative Agent and (b)
The Bank of Nova Scotia as the Canadian Administrative Agent of such Lender
under this Agreement and the other Loan Documents, and each Lender irrevocably
authorizes (a) JPMorgan Chase Bank to act as the General Administrative Agent of
such Lender, and (b) The Bank of Nova Scotia to act as the Canadian
Administrative Agent, and, in each case, to take such action on its behalf under
the provisions of this Agreement and the other Loan Documents and to exercise
such powers and perform such duties as are expressly delegated to the General
Administrative Agent and the Canadian Administrative Agent, respectively, by the
terms of this Agreement and the other Loan Documents, together with such other
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary elsewhere in this Agreement, the Administrative Agents shall not
have any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against either
Administrative Agent.

                  16.2 Delegation of Duties. Each Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. Neither Administrative
Agent shall be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.





                                                                              90


                  16.3 Exculpatory Provisions. Neither Administrative Agent nor
any of its respective officers, directors, employees, agents, attorneys-in-fact
or affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found to
have resulted from its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by any Loan Party or
any officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided for
in, or received by such Administrative Agent under or in connection with, this
Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document or for any failure of any Loan Party a party thereto to perform its
obligations hereunder or thereunder. Neither Administrative Agent shall be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of any Loan Party.

                  16.4 Reliance by Administrative Agent. Each Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrowers or any of them), independent accountants and other experts selected by
such Administrative Agent. Each Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes unless a written notice
of assignment or transfer thereof shall have been filed with such Administrative
Agent. Each Administrative Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Loan Document unless it
shall first receive such advice or concurrence of the Majority Lenders (or, if
so specified by this Agreement, all Lenders) as it deems appropriate or it shall
first be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Each Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan Documents in accordance with a request of the Majority
Lenders (or, if so specified by this Agreement, all Lenders), and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders and all future holders of the Loans and the Acceptance
Reimbursement Obligations.

                  16.5 Notice of Default. Neither Administrative Agent shall be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless such Administrative Agent has received notice from a
Lender or a Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that the General Administrative Agent receives such a notice, such
Administrative Agent shall give notice thereof to the Lenders. The General
Administrative Agent shall take such action reasonably promptly with respect to
such Default or Event of Default as shall be reasonably directed by the Majority
Lenders (or, if so specified by this Agreement, all Lenders); provided that
unless and until the General Administrative Agent shall have received such
directions, such Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the
Lenders.

                  16.6 Non-Reliance on Administrative Agents and Other Lender.
Each Lender expressly acknowledges that neither Administrative Agent nor any of
their respective officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representations or warranties to it and that


                                                                              91


no act by such Administrative Agent hereinafter taken, including any review of
the affairs of any Borrower, shall be deemed to constitute any representation or
warranty by such Administrative Agent to any Lender. Each Lender represents to
each Administrative Agent that it has, independently and without reliance upon
such Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrowers and made its own decision to
make its Extensions of Credit hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon
either Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrowers. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by an Administrative Agent hereunder, such Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Borrowers which
may come into the possession of such Administrative Agent or any of its
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates.

                  16.7 Indemnification. Each U.S. Revolving Lender and each Term
Lender (together with, in the case of a U.S. Common Lender, its Counterpart
Lender on a joint and several basis) agrees to indemnify each Administrative
Agent in its capacity as such (to the extent not reimbursed by the Borrowers and
without limiting the obligation of the Borrowers to do so), ratably according to
its Aggregate Percentage in effect on the date on which indemnification is
sought (or, if indemnification is sought after the date upon which the
Commitments shall have terminated and the Loans, the Acceptance Reimbursement
Obligations and all other amounts payable hereunder shall have been paid in
full, ratably in accordance with such Aggregate Percentage immediately prior to
such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including, without limitation, at
any time following the payment of the Loans and the Acceptance Reimbursement
Obligations) be imposed on, incurred by or asserted against such Administrative
Agent in any way relating to or arising out of the Commitments, this Agreement,
any of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by such Administrative Agent under or in connection with
any of the foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements that are found to
have resulted from the gross negligence or willful misconduct of such
Administrative Agent. The agreements in this subsection shall survive the
payment of the Loans, the Acceptance Reimbursement Obligations and all other
amounts payable hereunder.

                  16.8 Administrative Agents in their Individual Capacity. Each
Administrative Agent and its respective affiliates may make loans to, accept
Drafts, accept deposits from and generally engage in any kind of business with
any Loan Party as though such Administrative Agent was not an Administrative
Agent hereunder and under the other Loan Documents. With respect to the Loans
made or renewed by such Administrative Agent, any Acceptances created by such
Administrative Agent, any Letter of Credit issued or participated in by it and
any Note or Acceptance Note issued to it, such Administrative Agent shall have
the same rights and powers under this Agreement and the other Loan Documents as
any Lender and may exercise the same as though it were not an Administrative
Agent, and the terms "Lender" and "Lenders" shall include each Administrative
Agent in its individual capacity.


                                                                              92

                  16.9 Successor Administrative Agents. The General
Administrative Agent may resign as General Administrative Agent, and the
Canadian Administrative Agent may resign as Canadian Administrative Agent, in
each case upon 30 days' notice to the Lenders and the other Administrative
Agent. If either Administrative Agent shall resign as General Administrative
Agent or Canadian Administrative Agent, as the case may be, under this Agreement
and the other Loan Documents, then the Majority Lenders shall appoint from among
the U.S. Revolving Lenders (in the case of a resignation of the General
Administrative Agent) or the Canadian Lenders (in the case of a resignation of
the Canadian Administrative Agent) a successor administrative agent for the
Lenders, which successor administrative agent shall (unless an Event of Default
under Section 15(a), (h), (i) or (j) with respect to any Borrower shall have
occurred and be continuing) be approved by the U.S. Borrower (such approval not
to be unreasonably withheld), whereupon such successor administrative agent
shall succeed to the rights, powers and duties of the resigning Administrative
Agent, and the terms "General Administrative Agent" or "Canadian Administrative
Agent", as the case may be, shall mean such successor administrative agent
effective upon such appointment and approval, and the former Administrative
Agent's rights, powers and duties as either General Administrative Agent or
Canadian Administrative Agent, as the case may be, shall be terminated, without
any other or further act or deed on the part of such former Administrative Agent
or any of the parties to this Agreement or any holders of the Loans. After any
resigning Administrative Agent's resignation as either General Administrative
Agent or Canadian Administrative Agent, as the case may be, the provisions of
this subsection shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was either General Administrative Agent or Canadian
Administrative Agent, as the case may be, under this Agreement and the other
Loan Documents.

                  16.10 The Documentation Agents, Syndication Agent, Senior
Managing Agents, Managing Agents and Co-Agents. Each Lender, the Documentation
Agents, the Syndication Agent, each Senior Managing Agent, each Managing Agent
and each Co-Agent acknowledges that the Documentation Agents, Syndication Agent,
Senior Managing Agents, Managing Agents and Co-Agents, in such capacity, shall
have no duties or responsibilities, and shall incur no liabilities, under this
Agreement or the other Loan Documents in its capacity as such.

                  16.11 Intercreditor Agreement. The General Administrative
Agent is hereby authorized from time to time to enter into an intercreditor
agreement reasonably satisfactory to the General Administrative Agent (the
"Intercreditor Agreement") and to enter into such amendments, if any, to the
Security Documents without a further vote of the Lenders as it shall reasonably
deem appropriate in order to give effect to such Intercreditor Agreement and the
understanding that the liens granted pursuant to the Pledge Agreements on the
"Collateral" (as defined in the Pledge Agreements) shall be pari passu and equal
and ratable with any liens now or hereafter granted on such Collateral to secure
the Term Loan Facility and the related obligations under any agreement providing
therefor.

                  SECTION 17. MISCELLANEOUS

                  17.1 Amendments and Waivers. (a) Neither this Agreement or any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented, waived or modified except in accordance with the provisions of
this subsection 17.1. The Majority Lenders may, or, with the written consent of
the Majority Lenders, the Administrative Agents may, from time to time, (i)
enter into with the U.S. Borrower written amendments, supplements or
modifications hereto and to the other Loan Documents for the purpose of adding
any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights or obligations of the Lenders or of the U.S. Borrower
hereunder or thereunder or (ii) waive at the U.S. Borrower's request, on such
terms and conditions as the Majority Lenders or the Administrative Agents, as
the case may be, may specify in such instrument, any of the


                                                                              93


requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall:

         (A) reduce the amount or extend the scheduled date of maturity of any
         Loan, Reimbursement Obligation or any Acceptance or any Acceptance Note
         or of any scheduled installment thereof, or reduce the stated rate of
         any interest or fee payable hereunder or extend the scheduled date of
         any payment thereof or increase the amount or extend the expiration
         date of any Lender's Canadian Revolving Credit Commitment,
         Multicurrency Commitment or U.S. Revolving Credit Commitment, in each
         case without the consent of each Lender affected thereby;

         (B) amend, supplement, modify or waive any provision of this subsection
         17.1 or reduce the percentages specified in the definition of "Majority
         Lenders" or consent to the assignment or transfer by the U.S. Borrower
         of any of its rights and obligations under this Agreement and the other
         Loan Documents, in each case without the consent of all the Lenders or
         reduce the percentages specified in the definitions of (I) "Majority
         U.S. Lenders" or "Majority Multicurrency Lenders" without the consent
         of all of the U.S. Lenders or (II) "Majority Canadian Lenders" without
         the consent of all of the Canadian Lenders;

         (C) amend, supplement, modify or waive any provision of Section 16 or
         any other provision of this Agreement governing the respective rights
         or obligations of the General Administrative Agent or the Canadian
         Administrative Agent without the consent of the then Administrative
         Agents, respectively;

         (D) amend, supplement, modify or waive any provision of Section 3 or
         any other provision of this Agreement governing the rights and
         obligations of the Swing Line Lenders or the definitions used therein
         without the consent of each relevant Swing Line Lender;

         (E) extend the expiring date on any Letter of Credit beyond the
         Revolving Credit Termination Date without the consent of each Lender;
         or

         (F) release all or substantially all of the guarantees contained in
         Section 14 and under the Subsidiary Guarantee without the consent of
         each Lender other than as permitted under subsection 17.17.

Any waiver and any amendment, supplement or modification pursuant to this
subsection 17.1 shall apply to each of the Lenders and shall be binding upon the
Borrowers, the Lenders, the General Administrative Agent, the Canadian
Administrative Agent and all future holders of the Loans and the Reimbursement
Obligations, Subsidiary Reimbursement Obligations and Acceptance Reimbursement
Obligations. In the case of any waiver, the Borrowers, the Lenders, the General
Administrative Agent and the Canadian Administrative Agent shall be restored to
their former positions and rights hereunder and under the other Loan Documents,
and any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

                  (b) In addition to amendments effected pursuant to the
foregoing paragraph (a), Schedules II and III may be amended as follows:

                  (i) Schedule II will be amended to add Subsidiaries of the
         U.S. Borrower as additional Foreign Subsidiary Borrowers upon (A)
         execution and delivery by the U.S. Borrower,


                                                                              94

any such Foreign Subsidiary Borrower and the General Administrative Agent, of a
Joinder Agreement providing for any such Subsidiary to become a Foreign
Subsidiary Borrower, and (B) delivery to the General Administrative Agent of (I)
a Foreign Subsidiary Opinion in respect of such additional Foreign Subsidiary
Borrower and (II) such other documents with respect thereto as the General
Administrative Agent shall reasonably request. Within ten (10) Business Days
after the date on which an additional Foreign Subsidiary Borrower becomes party
to this Agreement, the General Administrative Agent agrees to notify the Lenders
thereof (via IntraLinks or such other communication permitted under this
Agreement).

                  (ii) Schedule II will be amended to remove any Subsidiary as a
         Foreign Subsidiary Borrower upon (A) execution and delivery by the U.S.
         Borrower of a written amendment providing for such amendment and (B)
         repayment in full of all outstanding Loans of such Foreign Subsidiary
         Borrower.

                  (iii) Schedule III will be amended (A) to change
         administrative information contained therein (other than any interest
         rate definition, funding time, payment time or notice time contained
         therein) or (B) to add Available Foreign Currencies (and related
         interest rate definitions and administrative information) with the
         approval of the Majority Multicurrency Lenders, in each case, upon
         execution and delivery by the U.S. Borrower and the General
         Administrative Agent of a written amendment providing for such
         amendment.

                  (iv) Schedule III will be amended to conform any funding time,
         payment time or notice time contained therein to then-prevailing market
         practices, upon execution and delivery by the U.S. Borrower and the
         General Administrative Agent of a written amendment providing for such
         amendment.

                  (v) Schedule III will be amended to change any interest rate
         definition contained therein, upon execution and delivery by the U.S.
         Borrower, all the Multicurrency Lenders and the General Administrative
         Agent of a written amendment providing for such amendment.

                  (b) The General Administrative Agent shall give prompt notice
to each U.S. Revolving Lender and each Term Lender of any amendment effected
pursuant to subsection 17.1(b).

                  17.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered by hand, or five days
after being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, or, in the case of delivery by a nationally recognized
overnight courier, when received, addressed as follows in the case of the U.S.
Borrowers, the Canadian Borrower, the General Administrative Agent and the
Canadian Administrative Agent, and as set forth in Schedule I in the case of the
other parties hereto, or to such other address as may be hereafter notified by
the respective parties hereto and any future holders of the Notes:




                                     
The U.S. Borrower:                      Lear Corporation
                                        21557 Telegraph Road
                                        Southfield, Michigan  48034
                                        Attention:  Shari L. Burgess
                                        Telecopy:  (248) 447-1593



                                                                              95



                                     
The Canadian Borrower:                  Lear Canada
                                        c/o 21557 Telegraph Road
                                        Southfield, Michigan  48034
                                        Attention:  Shari L. Burgess
                                        Telecopy:  (248) 447-1593

The Foreign                             Lear Corporation
Subsidiary Borrowers:                   21557 Telegraph Road
                                        Southfield, Michigan  48034
                                        Attention:  Shari L. Burgess
                                        Telecopy:  (248) 447-1593

The General                             JPMorgan Chase Bank, N.A.
Administrative Agent:                   Loan and Agency Services Group
                                        1111 Fannin, 10th Floor
                                        Houston, TX, 77002
                                        Attention:  Stephanie Sever
                                        Telecopy:  (713) 750-2666

                                        With a copy to:

                                        JPMorgan Chase Bank, N.A.
                                        270 Park Avenue
                                        New York, New York 10017
                                        Attention:  Richard Duker
                                        Telecopy:  (212) 270-5127

The Issuing Lender:                     JPMorgan Chase Bank, N.A.
                                        Standby Letter of Credit & Trade Risk
                                        10420 Highland Manor Drive, 4th floor
                                        Tampa, FL 33647
                                        Attention: James Alonzo
                                        Telecopy:  (813) 432-5161

The Swing Line Dollar Lender:           Bank of America, N.A.
                                        901 Main Street, 14th Floor
                                        Dallas, TX 75202
                                        Mail Code: TX1-492-14-05
                                        Attention:  Betty Canales
                                        Telecopy:  214-290-8377


                                                                              96


                                     
The Swing Line Multicurrency            With respect to Swing Line Multicurrency Loans
Lender:                                 requested in the United States:

                                        JPMorgan Chase Bank, N.A.
                                        Loan and Agency Services Group
                                        1111 Fannin, 10th Floor
                                        Houston, TX, 77002
                                        Attention:  Stephanie Sever
                                        Telecopy:  (713) 750-2666

                                        With respect to Swing Line Multicurrency Loans
                                        requested in Europe:

                                        J.P. Morgan Europe Limited
                                        125 London Wall, Floor 1
                                        London EC2Y 5AJ
                                        Attention:  James Beard/Maxine Graves
                                        Telecopy:  (011)-44-207-777-2360

The Canadian                            The Bank of Nova Scotia
Administrative Agent:                   WBO- Loan Operations
                                        720 King Street West, 3rd Floor
                                        Toronto, Ontario
                                        M5V 2T3
                                        Attention:  Senior Manager
                                        Telecopy:  (416) 866-5991


provided that any notice, request or demand to or upon (i) the Administrative
Agents or the Lenders pursuant to subsection 2.3, 3.2, 4.2, 5.3, 6.2, 7.3, 8.2,
9.2, 9.4 or 9.7 or (ii) the Swing Line Lenders pursuant to Section 3, shall not
be effective until received. Notices and other communications to the Lenders
hereunder may be delivered or furnished by electronic communications pursuant to
procedures approved by the Administrative Agents (or, if applicable, the Issuing
Lender and/or the relevant Swing Line Lender). Each Administrative Agent, each
Swing Line Lender and each Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures
may be limited to particular notices or communications.

                  17.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of any Borrower, the General
Administrative Agent, the Canadian Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

                  17.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in the other Loan Documents
(or in any amendment, modification or supplement hereto or thereto) and in any
certificate delivered pursuant hereto or such other Loan Documents shall


                                                                              97

survive the execution and delivery of this Agreement and the Notes and the
making of the Loans hereunder.

                  17.5 Payment of Expenses and Taxes. The U.S. Borrower agrees
(a) to pay or reimburse each Administrative Agent for all its reasonable
out-of-pocket costs and reasonable expenses incurred in connection with the
development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement, the Notes and the other Loan Documents and any
other documents prepared in connection herewith or therewith, and the
consummation of the transactions contemplated hereby and thereby, (b) to pay or
reimburse each Lender and each Administrative Agent for all their costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the Notes and any such other documents, including,
without limitation, fees and disbursements of counsel to each Administrative
Agent and the reasonable fees and disbursements of counsel to the several
Lenders; provided that, in the case of clauses (a) and (b), the U.S. Borrower
shall not be obligated to so reimburse for more than one law firm (and, in
addition to such law firm, any local counsel engaged in each relevant
jurisdiction by such law firm) as counsel for the Lenders and the Administrative
Agents, and (c) to pay, indemnify, and hold each Lender and each Administrative
Agent and their respective directors, officers, employees and agents harmless
from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
documentary taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement, the Notes and
any such other documents, and (d) to pay, indemnify, and hold each Lender and
each Administrative Agent harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the Notes and the other Loan Documents, the use or proposed use by
the Borrowers of the proceeds of the Loans (all the foregoing, collectively, the
"indemnified liabilities"); provided that the U.S. Borrower shall have no
obligation hereunder to (i) any Administrative Agent with respect to indemnified
liabilities arising from the gross negligence or willful misconduct of such
Administrative Agent or (ii) any Lender with respect to indemnified liabilities
arising from gross negligence or willful misconduct of such Lender, in each case
as finally determined by a court of competent jurisdiction; provided, however,
that nothing in this subsection shall be construed as requiring the Canadian
Borrower to so indemnify in amounts that would be in violation of, and its
obligations to so indemnify are subject to, the restrictions on financial
assistance set out in the Business Corporations Act (Ontario); and, provided,
further, that the preceding proviso shall not be construed in any way as
limiting or derogating from the obligations of the other Borrowers set out in
this subsection. The agreements in this subsection shall survive repayment of
the Loans, the Acceptance Reimbursement Obligations and all other amounts
payable hereunder.

                  17.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrowers, the Lenders, the Administrative Agents, all future holders of the
Loans, the Reimbursement Obligations, the Subsidiary Reimbursement Obligations
and the Acceptance Reimbursement Obligations and their respective successors and
assigns, except that (i) no Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by such Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section.

                  (b) Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to one
or more banks or other entities ("Participants")


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participating interests in any Loan owing to such Lender, any Commitment of such
Lender or any other interest of such Lender hereunder and under the other Loan
Documents; provided that (i) in the case of participations granted by a Canadian
Lender, such Participant must be a resident of Canada for purposes of the Tax
Act unless such participation is granted pursuant to subsection 17.8 and (ii)
other than with respect to a participation in Term Loans, such Participant must
be a Professional Market Party. In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Loan Documents, and the Borrowers and the Administrative Agents
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and the other Loan
Documents. At the time of each sale of a participating interest, any Lender not
organized under the laws of the United States of America or a state thereof
shall provide the U.S. Borrower and the General Administrative Agent with
revised Forms required under Section 9.12 reflecting that portion of its
Commitment and Loan which has been sold to the Participant on an IRS Form W-8IMY
(or whichever successor form shall be applicable). Any agreement pursuant to
which any Lender shall sell any such participating interest shall provide that
such Lender shall retain the sole right and responsibility to exercise such
Lender's rights and enforce the Borrowers' obligations hereunder, including the
right to consent to any amendment, supplement, modification or waiver of any
provision of this Agreement or any of the other Loan Documents, provided that
such participation agreement may provide that such Lender will not agree to any
amendment, supplement, modification or waiver described in clause (A) or (B) of
the proviso to the second sentence of subsection 17.1(a) without the consent of
the Participant. Each Borrower agrees that if amounts outstanding under this
Agreement are due or unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall be deemed to have the right of setoff in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under
this Agreement; provided that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in subsection 17.7(a) as fully as if it were a
Lender hereunder. Each Borrower agrees that each Participant shall be entitled
to the benefits of subsections 9.10, 9.11, 9.12 and 17.6 with respect to its
participation in the Commitments and the Loans outstanding from time to time
hereunder as if it was a Lender; provided, that no Participant shall be entitled
to receive any greater amount pursuant to such subsections than the transferor
Lender would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.

                  (c) Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time and from
time to time assign to any Lender or any Affiliate thereof or, with the prior
written consent of the General Administrative Agent, the Canadian Administrative
Agent (in the event of an assignment of Canadian Revolving Credit Commitments),
each Issuing Lender, the Swing Line Dollar Lender, the Swing Line Multicurrency
Lender (in the event of an assignment of Multicurrency Commitments) and the U.S.
Borrower (such consent not to be unreasonably withheld), to an additional bank,
financial institution or, in the case of an assignment of Term Loans, other
Person (each, an "Assignee") all or any part of its rights and obligations under
this Agreement and the other Loan Documents including, without limitation, its
Commitments, Loans and Acceptance Reimbursement Obligations, pursuant to an duly
executed Assignment and Acceptance, substantially in the form of Exhibit J, and
delivered to the Administrative Agents for their acceptance and recording in the
Register; provided that (i) if any Lender assigns a part of its rights and
obligations in respect of Revolving Credit Loans and/or Revolving Credit
Commitment under this Agreement to an Assignee, such Lender and such Lender's
Counterpart Lender (if any) shall each assign proportionate interests in their
respective


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Revolving Credit Commitment and Revolving Credit Loans and other related rights
and obligations hereunder to such Assignee and a Counterpart Lender for such
Assignee designated by it, (ii) if any U.S. Revolving Lender assigns a part of
its rights and obligations under this Agreement in respect of its U.S. Revolving
Credit Loans and/or U.S. Revolving Credit Commitment to an Assignee, such U.S.
Revolving Lender shall assign proportionate interests in (A) its participations
in the Swing Line Dollar Loans and other rights and obligations hereunder in
respect of the Swing Line Dollar Loans to such Assignee and (B) its
Multicurrency Loans and Multicurrency Commitments (provided, that with the
consent of the U.S. Borrower and the General Administrative Agent, a Lender may
assign portions of its Revolving Credit Commitment without assigning a
proportionate share of its Multicurrency Commitment if either (x) such
proportionate share of such Multicurrency Commitment shall be assumed by another
Lender or (y) if the U.S. Borrower so agrees, such proportionate share of such
Multicurrency Commitment shall be terminated), (iii) if any Multicurrency Lender
assigns a part of its rights and obligations under this Agreement in respect of
its Multicurrency Loans and/or Multicurrency Commitment to an Assignee, such
Multicurrency Lender shall assign proportionate interests in its participations
in the Swing Line Multicurrency Loans to such Assignee, (iv) in the case of any
such assignment to any Assignee, the aggregate amount of (x) any Term Loans
being assigned shall not be less than $1,000,000 (or, if less, the then
outstanding amount of Term Loans held by the assigning Term Lender) and (y) the
U.S. Revolving Credit Commitment (or, if the U.S. Revolving Credit Commitments
have terminated or expired, the aggregate principal amount of any U.S. Revolving
Credit Loans) being assigned, or the U.S. Dollar Equivalent of the aggregate
amount of the Canadian Revolving Credit Commitment (or, if the Canadian
Revolving Credit Commitments have terminated or expired, the aggregate amount of
Canadian Revolving Credit Loans and Acceptance Reimbursement Obligations) being
assigned shall not be less than $10,000,000 (or (1) if less, the then
outstanding amount of such Commitments, Loans and/or Acceptance Reimbursement
Obligations or (2) such lesser amount as may be agreed by the U.S. Borrower and
the Administrative Agents), and after giving effect to such assignment such
assignor Lender, if it retains any U.S. Revolving Credit Commitment, shall
retain a U.S. Revolving Credit Commitment of at least $10,000,000, (v) in the
case of any such assignment made by a Canadian Lender, such Assignee must be a
resident of Canada for purposes of the Tax Act unless such assignment is made
pursuant to subsection 17.8, (vi) except in connection with an assignment of
Term Loans, such Assignee must be a Professional Market Party and (vii) with
respect to an assignment of Term Loans, no consent of any Issuing Lender, the
Swing Line Dollar Lender or the Swing Line Multicurrency Lender shall be
required. Upon such execution, delivery, acceptance and recording, from and
after the closing date determined pursuant to such Assignment and Acceptance,
(I) the Assignee thereunder shall be a party hereto and, to the extent provided
in such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with Commitments, rights in respect of Acceptance Reimbursement
Obligations and Loans as set forth therein, and (II) the assigning Lender
thereunder shall be released from its obligations under this Agreement to the
extent that such obligations shall have been expressly assumed by the Assignee
pursuant to such Assignment and Acceptance (and, in the case of an Assignment
and Acceptance covering all or the remaining portion of an assigning Lender's
rights and obligations under this Agreement, such assigning Lender shall cease
to be a party hereto). Notwithstanding the foregoing, no consent of the U.S.
Borrower shall be required for any assignment effected while an Event of Default
under Section 15(h), (i) or (j) is in existence; provided that the applicable
Administrative Agent or applicable Lender shall provide notice to the U.S.
Borrower of such assignment.

                  (d) The Administrative Agents, on behalf of the Borrowers,
shall maintain at their respective addresses referred to in subsection 17.2 a
copy of each Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of (i) the names and addresses of the Lenders
and the Commitments of, and/or principal amounts of the Loans and Acceptances
owing to, each Lender from time to time and (ii) the other information required
from time to time pursuant to subsection 3.1 in respect


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of Swing Line Loans. The entries in the Register shall constitute prima facie
evidence of the information recorded therein, and the Borrowers, the
Administrative Agents and the Lenders may (and, in the case of any Loan,
Acceptance or other obligation hereunder not evidenced by a Note, shall) treat
each Person whose name is recorded in the Register as the owner of a Loan,
Acceptance or other obligation hereunder as the owner thereof for all purposes
of this Agreement and the other Loan Documents, notwithstanding any notice to
the contrary. Any assignment of any Loan, Acceptance or other obligation
hereunder not evidenced by a Note shall be effective only upon appropriate
entries with respect thereto being made in the Register. The Register shall be
available for inspection by the U.S. Borrowers or any Lender at any reasonable
time and from time to time upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender or an Affiliate thereof, executed by the Borrowers and the
Administrative Agents), together with payment to the Administrative Agents of a
registration and processing fee of $3,500, the Administrative Agents shall (i)
promptly accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained therein in the
Register and give prompt notice of such acceptance and recordation to the
Lenders and the Borrowers.

                  (f) Each Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Lender's possession concerning such
Borrower and its Affiliates which has been delivered to such Lender by or on
behalf of such Borrower pursuant to this Agreement or which has been delivered
to such Lender by or on behalf of such Borrower in connection with such Lender's
credit evaluation of such Borrower and its Affiliates prior to becoming a party
to this Agreement; provided, that any such Transferee is advised of the
confidential nature of such information, if applicable, such Lender takes
reasonable steps, in accordance with customary practices, to ensure that any
such information is not used in violation of federal or state securities laws
and such Lender otherwise complies with subsection 17.19.

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this subsection 17.6 shall not apply
to any such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or Assignee for such
Lender as a party hereto.

                  (h) If, pursuant to this subsection, any interest in this
Agreement or any Loan is transferred from a U.S. Revolving Lender or a Term
Lender to any Transferee which is organized under the laws of any jurisdiction
other than the United States or any state thereof, the transferor Lender shall
cause such Transferee, concurrently with the effectiveness of such transfer, to
agree (for the benefit of the transferor Lender, the General Administrative
Agent and the U.S. Borrower) to provide the transferor Lender (and, in the case
of any Transferee registered in the Register, the General Administrative Agent
and the U.S. Borrower) the tax forms and other documents required to be
delivered pursuant to subsection 9.12(b) or (c) and to comply from time to time
with all applicable U.S. laws and regulations with regard to such withholding
tax exemption.

                  (i) If, pursuant to this subsection, any interest in this
Agreement or any Loan is transferred from a Lender (other than a U.S. Revolving
Lender or a Term Lender) to any Transferee, the transferor Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer, to agree
(for the benefit of the transferor Lender, the General Administrative Agent and
the Foreign Subsidiary Borrowers) to provide the transferor Lender, the General
Administrative Agent and the Foreign


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Subsidiary Borrowers the tax forms and other documents required to be delivered
pursuant to subsection 9.12(c) and to comply from time to time with all
applicable laws and regulations with regard to such withholding tax exemption.

                  (j) Notwithstanding the foregoing, any Conduit Lender may
assign any or all of the Loans it may have funded hereunder to its designating
Lender without the consent of any Borrower, any Administrative Agent or any
other Person and without regard to the limitations set forth in subsection
17.6(c). Each Borrower, each Lender and each Administrative Agent hereby
confirms that it will not institute against a Conduit Lender or join any other
Person in instituting against a Conduit Lender any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding under any state bankruptcy or
similar law, for one year and one day after the payment in full of the latest
maturing commercial paper note issued by such Conduit Lender; provided, however,
that each Lender designating any Conduit Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage or expense
arising out of its inability to institute such a proceeding against such Conduit
Lender during such period of forbearance.

                  17.7 Adjustments; Set-Off. (a) If any Lender (a "Benefited
Lender") shall at any time receive any payment of all or part of its Extensions
of Credit then due and owing to it from any Borrower, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or involuntarily,
by set-off, pursuant to events or proceedings of the nature referred to in
Section 15(h), (i) or (j), or otherwise), in a greater proportion than any such
payment to or collateral received by any other Lender, if any, in respect of
such other Lender's Extensions of Credit then due and owing to it from such
Borrower, or interest thereon, such Benefited Lender shall purchase for cash
from the other Lenders a participating interest in such portion of each such
other Lender's Extensions of Credit owing to it from such Borrower, or shall
provide such other Lenders with the benefits of any such collateral, or the
proceeds thereof, as shall be necessary to cause such Benefited Lender to share
the excess payment or benefits of such collateral or proceeds ratably with each
of the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefited Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to any
Borrower, any such notice being expressly waived by the Borrowers to the extent
permitted by applicable law, upon any amount becoming due and payable hereunder
(whether at the stated maturity thereof, by acceleration or otherwise) to
set-off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch, agency or Affiliate thereof to or
for the credit or the account of such Borrower. Each Lender agrees promptly to
notify the Borrowers and the Administrative Agents after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

                  (c) To the extent that any Taxes are required to be withheld
from any amounts payable by a Lender to a Benefited Lender in connection with
such Benefited Lender's participating interest pursuant to subsection 17.7(a),
each Borrower, with respect to the relevant Loans made to it, shall be required
to pay increased amounts to such participating Benefited Lender to the extent
such additional


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amounts would have been required under subsection 9.12 if such Borrower were
making payments with respect to the participating interest directly to the
participating Benefited Lender.

                  17.8 Loan Conversion/Participations. (a) (i) On any Conversion
Date, to the extent not otherwise prohibited by a Requirement of Law or
otherwise, all Loans outstanding in any currency other than U.S. Dollars ("Loans
to be Converted") shall be converted into U.S. Dollars (calculated on the basis
of the relevant Exchange Rates as of the Business Day immediately preceding the
Conversion Date) ("Converted Loans"), (ii) on each date on or after the
Conversion Date on which any Acceptances or Acceptance Notes shall mature such
Acceptances and Acceptance Notes ("Acceptances to be Converted") shall be
converted into Canadian Revolving Credit Loans denominated in U.S. Dollars
(calculated on the basis of the Exchange Rate as of the Business Day immediately
preceding such maturity date) ("Converted Acceptances") and (iii) on the
Conversion Date (with respect to Loans described in the foregoing clause (i)),
and on the respective maturity date (with respect to Acceptances and Acceptance
Notes described in the foregoing clause (ii)) (A) each U.S. Revolving Lender
severally, unconditionally and irrevocably agrees that it shall purchase in U.S.
Dollars a participating interest in such Converted Loans and Converted
Acceptances in an amount equal to its Conversion Sharing Percentage of (x) the
outstanding principal amount of the Converted Loans and (y) the face amount of
matured Acceptances and Acceptance Notes, as applicable, and (B) to the extent
necessary to cause the Committed Revolving Outstandings Percentage of each U.S.
Revolving Lender, after giving effect to the purchase and sale of participating
interests under the foregoing clause (iii), to equal its U.S. Revolving Credit
Commitment Percentage (calculated immediately prior to the termination or
expiration of the U.S. Revolving Credit Commitments), each U.S. Revolving Lender
severally, unconditionally and irrevocably agrees that it shall purchase or sell
a participating interest in U.S. Revolving Credit Loans then outstanding. Each
U.S. Revolving Lender will immediately transfer to the appropriate
Administrative Agent, in immediately available funds, the amounts of its
participation(s), and the proceeds of such participation(s) shall be distributed
by such Administrative Agent to each Lender from which a participating interest
is being purchased in the amount(s) provided for in the preceding sentence. All
Converted Loans and Converted Acceptances (which shall have been converted into
Canadian Revolving Credit Loans denominated in Dollars) shall bear interest at
the rate which would otherwise be applicable to ABR Loans. For the avoidance of
doubt, subsection 17.8 shall have no applicability to any Term Loans.

                  (b) If, for any reason, the Loans to be Converted or
Acceptances to be Converted, as the case may be, may not be converted into U.S.
Dollars in the manner contemplated by paragraph (a) of this subsection 17.8, (i)
the General Administrative Agent shall determine the U.S. Dollar Equivalent of
the Loans to be Converted or Acceptances to be Converted, as the case may be,
(calculated on the basis of the Exchange Rate as of the Business Day immediately
preceding the date on which such conversion would otherwise occur pursuant to
paragraph (a) of this subsection 17.8), (ii) effective on such Conversion Date,
each Lender severally, unconditionally and irrevocably agrees that it shall
purchase in U.S. Dollars a participating interest in such Loans to be Converted
or Acceptances to be Converted, as the case may be, in an amount equal to its
Conversion Sharing Percentage of such Loans to be Converted or Acceptances to be
Converted, as the case may be, and (iii) each U.S. Revolving Lender shall
purchase or sell participating interests as provided in paragraph (a)(iii) of
this subsection 17.8. Each U.S. Revolving Lender will immediately transfer to
the appropriate Administrative Agent, in immediately available funds, the
amount(s) of its participation(s), and the proceeds of such participation(s)
shall be distributed by such Administrative Agent to each relevant Lender in the
amount(s) provided for in the preceding sentence.

                  (c) To the extent any Taxes are required to be withheld from
any amounts payable by a Lender (the "First Lender") to another Lender (the
"Other Lender") in connection with its participating interest in any Converted
Loan or Converted Acceptance, each Borrower, with respect to the


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relevant Loans made to it, shall be required to pay increased amounts to the
Other Lender receiving such payments from the First Lender to the same extent
they would be required under subsection 9.12 if such Borrower were making
payments with respect to the participating interest directly to the Other
Lender.

                  (d) To the extent not prohibited by any Requirement of Law or
otherwise, at any time after the actions contemplated by paragraphs (a) or (b)
of this subsection 17.8 have been taken, upon the notice of any U.S. Revolving
Lender to the Borrowers the following shall occur: (i) the U.S. Borrower
(through the guarantee contained in Section 14) shall automatically be deemed to
have assumed the Converted Loans and Converted Acceptances in which such U.S.
Revolving Lender holds a participation, (ii) any Acceptances and Loans
outstanding in any currency other than U.S. Dollars shall be converted into U.S.
Dollars on the dates of such assumption (calculated on the basis of the Exchange
Rate on the Business Day immediately preceding such date of assumption) and such
Loans shall bear interest at the rate which would otherwise be applicable to ABR
Loans and (iii) such Loans and obligations in respect of Acceptances shall be
assigned by the relevant Lender holding such Loans or obligations to the U.S.
Revolving Lender who gave the notice requesting such assumption by the U.S.
Borrower.

                  17.9 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this Agreement signed by all the parties shall be delivered to the
Borrowers and the Administrative Agents.

                  17.10 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  17.11 Integration. This Agreement and the other Loan Documents
represent the agreement of the Borrowers, the Administrative Agents and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Borrowers, the Administrative
Agents or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.

                  17.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  17.13 Submission to Jurisdiction; Waivers. (a) Each Borrower
hereby irrevocably and unconditionally:

                  (i) submits for itself and its property in any legal action or
         proceeding relating to this Agreement or any other Loan Document to
         which it is a party, or for recognition and enforcement of any judgment
         in respect thereof, to the non-exclusive general jurisdiction of the
         courts of the State of New York, the courts of the United States of
         America for the Southern District of New York, and appellate courts
         from any thereof;

                  (ii) consents that any such action or proceeding may be
         brought in such courts and waives any objection that it may now or
         hereafter have to the venue of any such action or


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         proceeding in any such court or that such action or proceeding was
         brought in an inconvenient court and agrees not to plead or claim the
         same;

                  (iii) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to such Borrower at its address set forth in subsection 17.2
         or at such other address of which the General Administrative Agent
         shall have been notified pursuant thereto; and

                  (iv) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction.

                  (b) Each of the Canadian Borrower and each Foreign Subsidiary
Borrower hereby irrevocably appoints the U.S. Borrower as its agent for service
of process in any proceeding referred to in subsection 17.13(a) and agrees that
service of process in any such proceeding may be made by mailing or delivering a
copy thereof to it care of U.S. Borrower at its address for notice set forth in
subsection 17.2.

                  17.14 Acknowledgments. Each Borrower hereby acknowledges that:


                  (a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents;

                  (b) none of the Administrative Agents or any Lender has any
fiduciary relationship with or duty to such Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Administrative Agents and the Lenders, on the one hand,
and the U.S. Borrower, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrowers and the Lenders.

                  17.15 WAIVERS OF JURY TRIAL. EACH OF THE BORROWERS, THE
ADMINISTRATIVE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  17.16 Power of Attorney. Each Foreign Subsidiary Borrower
hereby grants to U.S. Borrower an irrevocable power of attorney to act as its
attorney-in-fact with regard to matters relating to this Agreement and each
other Loan Document, including, without limitation, execution and delivery of
any amendments, supplements, waivers or other modifications hereto or thereto,
receipt of any notices hereunder or thereunder and receipt of service of process
in connection herewith or therewith. Each Foreign Subsidiary Borrower hereby
explicitly acknowledges that the Administrative Agents and each Lender have
executed and delivered this Agreement and each other Loan Document to which it
is a party, and has performed its obligations under this Agreement and each
other Loan Document to which it is a party, in reliance upon the irrevocable
grant of such power of attorney pursuant to this subsection. The power of
attorney granted by each Foreign Subsidiary Borrower hereunder is coupled with
an interest.

                  17.17 Release of Security Documents. (a) The Lenders hereby
agree with the U.S. Borrower, and hereby instruct the General Administrative
Agent, that if (i) the U.S. Borrower attains


                                                                             105

Investment Grade Status, (ii) the General Administrative Agent has no actual
knowledge of the existence of a Default and (iii) the U.S. Borrower shall have
delivered a certificate of a Responsible Officer stating that such Responsible
Officer has obtained no knowledge of any Default or Event of Default, (x) the
General Administrative Agent shall, at the request and expense of the U.S.
Borrower, take such actions as shall be reasonably requested by the U.S.
Borrower to release its security interest in all collateral held by it pursuant
to the Security Documents and (y) on and after such time, the written consent of
the Super-Majority Lenders shall be required to release all or substantially all
of the guarantees contained in Section 14 and under the Subsidiary Guarantee, in
which case the General Administrative Agent shall, at the request and expense of
the U.S. Borrower, take such actions as shall be reasonably requested by the
U.S. Borrower to release the relevant Loan Parties from their obligations under
the Subsidiary Guarantee. In either such event, the applicable provisions of
subsection 12.7 shall be deemed terminated and of no further force or effect.

                  (b) The Lenders hereby agree with the U.S. Borrower, and
hereby instruct the General Administrative Agent, that if one or more Loan
Parties (or any Subsidiary of a Loan Party whose Capital Stock is pledged
pursuant to any Pledge Agreement) are permitted to be released from their
obligations under any of the Security Documents pursuant to an amendment to this
Agreement approved in accordance with subsection 17.1, the General
Administrative Agent shall, at the request and expense of the U.S. Borrower,
take such actions as shall be reasonably requested by the U.S. Borrower to
release its security interest in the relevant collateral held by it pursuant to
the Security Documents and/or to release such Loan Parties from their
obligations under the Subsidiary Guarantee. In such event, the provisions of
subsection 12.7 with respect to such Loan Parties shall be deemed terminated and
of no further force or effect. For the avoidance of doubt, if at any time Lear
Corporation Mexico, S.A. de C.V. or Lear Automotive (EEDS) Spain S.L. is
released from its obligations under the Subsidiary Guarantee but shall still
have its Capital Stock pledged pursuant to the relevant Pledge Agreement, the
Lenders authorize the General Administrative Agent, at the request and expense
of the U.S. Borrower, to take such actions as shall be reasonably requested by
the U.S. Borrower to release Capital Stock of any such Foreign Subsidiary to the
extent necessary to ensure that no Capital Stock of any such Foreign Subsidiary
is pledged under the relevant Pledge Agreement. Furthermore, it is hereby
understood and agreed that if any time (i) any of Lear Germany's Capital Stock
has been pledged pursuant to any Pledge Agreement pursuant to subsection 12.7(b)
and (ii) thereafter, Lear Germany becomes a direct or indirect Subsidiary of
European Holdco, then the Capital Stock of Lear Germany shall be deemed to be
automatically released from such Pledge Agreement, and the Lenders authorize the
General Administrative Agent, at the request and expense of the U.S. Borrower,
to take such actions as shall be reasonably requested by the U.S. Borrower to
release the Capital Stock of Lear Germany from such Pledge Agreement.

                  (c) The Lenders hereby agree with the U.S. Borrower, and
hereby instruct the General Administrative Agent, that if the U.S. Borrower
shall have delivered to the General Administrative Agent written notice that it
proposes to sell or otherwise dispose of any Subsidiary whose stock is pledged
pursuant to a Pledge Agreement or which is a Subsidiary Guarantor, and such
disposition is permitted by this Agreement, the General Administrative Agent
shall, at the request and expense of the U.S. Borrower, take such actions as
shall be reasonably requested by the U.S. Borrower to release its security
interest in the stock being sold of such Subsidiary and to release such
Subsidiary Guarantor from its obligations under the Subsidiary Guarantee;
provided, that such Subsidiary shall have been, or shall simultaneously be,
released from all Bond Guarantees and all guarantees by any Subsidiary of Public
Indebtedness.

                  (d) In connection with any release of guarantees in accordance
with this subsection 17.17, upon the request of the U.S. Borrower, the General
Administrative Agent shall take whatever


                                                                             106

reasonable steps are necessary to coordinate the simultaneous release of the
guarantees hereunder with the Bond Guarantees.

                  17.18 Judgment. (a) If for the purpose of obtaining judgment
in any court it is necessary to convert a sum due hereunder in one currency into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the General Administrative Agent could
purchase the first currency with such other currency in the city in which it
normally conducts its foreign exchange operation for the first currency on the
Business Day preceding the day on which final judgment is given.

                  (b) The obligation of each Borrower in respect of any sum due
from it to any Lender hereunder shall, notwithstanding any judgment in a
currency (the "Judgment Currency") other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement (the
"Agreement Currency"), be discharged only to the extent that on the Business Day
following receipt by such Lender of any sum adjudged to be so due in the
Judgment Currency such Lender may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency; if the amount of
Agreement Currency so purchased is less than the sum originally due to such
Lender in the Agreement Currency, such Borrower agrees notwithstanding any such
judgment to indemnify such Lender against such loss, and if the amount of the
Agreement Currency so purchased exceeds the sum originally due to any Lender,
such Lender agrees to remit to such Borrower such excess.

                  17.19 Confidentiality. Each Lender agrees to maintain the
confidentiality of information clearly identified at the time of delivery as
confidential and provided to it by the U.S. Borrower or any Subsidiary in
connection with this Agreement (collectively, the "Confidential Information");
provided, however, that any Lender may disclose Confidential Information (a) at
the request of any bank regulatory authority or in connection with an
examination of such Lender by any such authority, (b) pursuant to subpoena or
other court process, (c) when required to do so in accordance with the
provisions of any applicable law, (d) at the discretion of any other
Governmental Authority, in the case of clauses (b), (c) and (d), to the extent
that (x) such Lender has provided the U.S. Borrower with prompt prior written
notice of such intended disclosure (unless such notice is prohibited by
applicable law), (y) such disclosure is only of that portion of such
confidential material which is legally required to be disclosed, and (z) such
Lender has cooperated with any reasonable efforts of the U.S. Borrower to obtain
reliable assurance that confidential treatment will be accorded to such
disclosed Confidential Information, (e) to such Lender's Affiliates, and their
respective partners, directors, officers, employees, agents, advisors,
independent auditors and other professional advisors who have a need to know
such Confidential Information (collectively, such Lender's "Representatives"),
(f) to any Transferee or potential Transferee; provided that such Transferee
agrees to comply with the provisions of this Section 17.19, (g) to the extent
such Confidential Information becomes generally available to the public other
than through such Lender's breach of this Agreement, (h) to the extent such
Confidential Information is available to such Lender from a source other than a
Loan Party (provided, that such source is not known to the Lender to be subject
to any confidentiality obligations to any Loan Party), (i) to the extent such
disclosure is consented to by the U.S. Borrower. Each Lender also agrees that it
and its Representatives will use the Confidential Information solely for the
purposes of evaluating this Agreement and the other Loan Documents and
negotiating, making available, syndicating and administering this Agreement and
the other Loan Documents, or (j) any actual or prospective counterparty (or its
advisors) to any securitization, swap or derivative transaction relating to the
U.S. Borrower, any Subsidiaries, and the Obligations.


                                                                             107

                  17.20 Conflicts. In the event that there exists a conflict
between provisions in this Agreement and provisions in any other Loan Document,
the provisions of this Agreement shall control.

                  17.21 USA PATRIOT Act Notice. Each Lender and the General
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies each Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot
Act"), it is required to obtain, verify and record information that identifies
each Borrower, which information includes the name and address of such Borrower
and other information that will allow such Lender or the General Administrative
Agent, as applicable, to identify such Borrower in accordance with the Act. Each
Borrower shall, and shall cause each of its Subsidiaries to, provide, to the
extent commercially reasonable, such information and take such actions as are
reasonably requested by each Lender and the General Administrative Agent to
maintain compliance with the Patriot Act.




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                   LEAR CORPORATION

                                   By: /s/ David C. Wajsgras
                                       -----------------------------------------
                                       Title: Executive Vice President and Chief
                                              Financial Officer

                                   LEAR CANADA

                                   By: /s/ Richard A. Van Heukelom
                                       -----------------------------------------
                                       Title: Vice President, Human Resources


                                   LEAR CORPORATION SWEDEN AS

                                   By: /s/ Paul R. Jefferson
                                       -----------------------------------------
                                       Title: Director


                                   LEAR FINANCIAL SERVICES (NETHERLANDS)

                                   By: /s/ Paul R. Jefferson
                                       -----------------------------------------
                                       Title: Director


                                   LEAR CORPORATION (UK) LIMITED

                                   By: /s/ Paul R. Jefferson
                                       -----------------------------------------
                                       Title: Director



    Signature Page to the Amended and Restated Credit and Guarantee Agreement


                                   JPMORGAN CHASE BANK, N.A., as Administrative
                                   Agent and as a Lender

                                   By: /s/ Richard Duker
                                       -----------------------------------------
                                       Title: Managing Director


                                   ABN AMRO BANK N.V., as U.S. Lender and Term
                                   Lender


                                   By: /s/ Pradeep K. Bhatia
                                       -----------------------------------------
                                       Title: Vice President

                                   By: /s/ Terrence J. Ward
                                       -----------------------------------------
                                       Title: Senior Vice President


                                   BANK OF AMERICA, N.A., as U.S. Lender and
                                   Term Lender


                                   By: /s/ Chas McDonell
                                       -----------------------------------------
                                       Title: Senior Vice President


                                   BANK OF CHINA, NEW YORK BRANCH, as U.S.
                                   Lender


                                   By: /s/ Xiaojing Li
                                       -----------------------------------------
                                       Title: Deputy General Manager


                                   THE BANK OF NEW YORK, as U.S. Lender


                                   By: /s/ John M. Lokay, Jr.
                                       -----------------------------------------
                                       Title: Vice President


    Signature Page to the Amended and Restated Credit and Guarantee Agreement



                                   THE BANK OF NOVA SCOTIA, as Canadian
                                   Administrative Agent and Lender


                                   By: /s/ James J. Rhee
                                       -----------------------------------------
                                       Title: Director


                                   By: /s/ Jamie Davis
                                       -----------------------------------------
                                       Title: Associate


                                   BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as
                                   U.S. Lender and Term Lender


                                   By: /s/ Linda Tam
                                       -----------------------------------------
                                       Title: Vice President


                                   BAYERISCHE HYPO-UND VEREINSBANK, AG NEW YORK
                                   BRANCH, as U.S. Lender and Term Lender


                                   By: /s/ Ken Hamilton
                                       -----------------------------------------
                                       Title: Director


                                   By: /s/ Richard Cordover
                                       -----------------------------------------
                                       Title: Director


                                   BNP PARIBAS, as U.S. Lender and Term Lender


                                   By: /s/ Richard Broeren
                                       -----------------------------------------
                                       Title: Managing Director


                                   By: /s/ Gaye Plunkett
                                       -----------------------------------------
                                       Title: Vice President


    Signature Page to the Amended and Restated Credit and Guarantee Agreement



                                   CALYON NEW YORK BRANCH, as U.S. Lender and
                                   Term Lender

                                   By: /s/ Gerard M. Russell
                                       -----------------------------------------
                                       Title: Director


                                   By: /s/ Lee E. Greve
                                       -----------------------------------------
                                       Title: Managing Director


                                   CITIBANK, N.A., as U.S. Lender


                                   By: /s/ Melinda Harris, RM
                                       -----------------------------------------
                                       Title:


                                   CITICORP NORTH AMERICA, INC., as Term Lender


                                   By: /s/ Sarah Terner, CCM
                                       -----------------------------------------
                                       Title: Vice President


                                   COMERICA BANK, as U.S. Lender and Term Lender


                                   By: /s/ Michael T. Shea
                                       -----------------------------------------
                                       Title: Vice President


                                   CREDIT SUISSE, Cayman Islands Branch
                                   (Formerly known as CREDIT SUISSE FIRST
                                   BOSTON, acting through its Cayman Islands
                                   Branch), as U.S. Lender and Term Lender


                                   By: /s/ Mark E. Gleason
                                       -----------------------------------------
                                       Title: Director


                                   By: /s/ Mikhail Faybusovich
                                       -----------------------------------------
                                       Title: Associate


    Signature Page to the Amended and Restated Credit and Guarantee Agreement



                                   DEUTSCHE BANK AG NEW YORK BRANCH, as U.S.
                                   Lender and Term Lender


                                   By: /s/ Susan LeFevre
                                       -----------------------------------------
                                       Title: Director


                                    By: /s/ Carin M. Keegan
                                       -----------------------------------------
                                       Title: Vice President


                                   FIFTH THIRD BANK EASTERN MICHIGAN, as U.S.
                                   Lender


                                   By: /s/ Michael Blackburn
                                       -----------------------------------------
                                       Title: Vice President


                                   HSBC BANK USA, NATIONAL ASSOCIATION, as U.S.
                                   Lender


                                   By: /s/ Christopher Samms
                                       -----------------------------------------
                                       Title: Senior Vice President, #9426


                                   KBC BANK N.V., as Term Lender


                                   By: /s/ William Cavanaugh
                                       -----------------------------------------
                                       Title: Vice President


                                   By: /s/ Robet Snauffer
                                       -----------------------------------------
                                       Title: Vice President


                                   MERRILL LYNCH BANK USA, as U.S. Lender and
                                   Term Lender


                                   By: /s/ Louis Alder
                                       -----------------------------------------
                                       Title: Director



    Signature Page to the Amended and Restated Credit and Guarantee Agreement



                                   MERRILL LYNCH CAPITAL CORPORATION, as Term
                                   Lender


                                   By: /s/ Stephanie Vallillo
                                       -----------------------------------------
                                       Title: Vice President


                                   MIZUHO CORPORATE BANK, LTD., as U.S. Lender


                                   By: /s/ Robert Gallagher
                                       -----------------------------------------
                                       Title: Senior Vice President


                                   THE NORTHERN TRUST COMPANY, as U.S. Lender


                                   By: /s/ Kathleen D. Schurr
                                       -----------------------------------------
                                       Title: Vice President


                                   THE ROYAL BANK OF SCOTLAND PLC, as U.S.
                                   Lender and Term Lender


                                   By: /s/ Mark Griffin
                                       -----------------------------------------
                                       Title: Vice President


                                   SCOTIABANC INC., as Term Lender


                                   By: /s/ William E. Zarrett
                                       -----------------------------------------
                                       Title: Managing Director


    Signature Page to the Amended and Restated Credit and Guarantee Agreement



                                   SUMITOMO MITSUI BANKING CORPORATION, as U.S.
                                   Lender and Term Lender


                                   By: /s/ Yoshihiro Hyakutome
                                       -----------------------------------------
                                       Title: Joint General Manager


                                   SUNTRUST BANK, as U.S. Lender and Term Lender


                                   By: /s/ William C. Humphries
                                       -----------------------------------------
                                       Title: Managing Director


                                   UBS LOAN FINANCE LLC, as U.S. Lender and
                                   Term Lender


                                   By: /s/ Wilfred V. Saint
                                       -----------------------------------------
                                       Title: Director, Banking Products
                                              Services, US

                                   By: /s/ Doris Mesa
                                       -----------------------------------------
                                       Title: Associate Director, Banking
                                              Products Services, US


                                   U.S. BANK, NATIONAL ASSOCIATION, as Term
                                   Lender


                                   By: /s/ Jeffrey Janza
                                       -----------------------------------------
                                       Title: Vice President


    Signature Page to the Amended and Restated Credit and Guarantee Agreement


         The Subsidiary Guarantors hereby consent and agree to this Amended and
Restated Credit Agreement as of the date hereof and reaffirm their obligations
under the Subsidiary Guarantee and the other Loan Documents to which they are
party.


                                   LEAR OPERATIONS CORPORATION

                                   By: /s/ Daniel A. Ninivaggi
                                       -----------------------------------------
                                       Title: Senior Vice President, Secretary
                                              and General Counsel


                                   LEAR SEATING HOLDINGS CORP. #50

                                   By: /s/ Daniel A. Ninivaggi
                                       -----------------------------------------
                                       Title: Senior Vice President, Secretary
                                              and General Counsel


                                   LEAR CORPORATION EEDS AND INTERIORS

                                   By: /s/ Daniel A. Ninivaggi
                                       -----------------------------------------
                                       Title: Senior Vice President, Secretary
                                              and General Counsel


                                   LEAR TECHNOLOGIES, LLC.

                                   By: /s/ Daniel A. Ninivaggi
                                       -----------------------------------------
                                       Title: Senior Vice President, Secretary
                                              and General Counsel


                                   LEAR MIDWEST AUTOMOTIVE, LIMITED PARTNERSHIP

                                   By: /s/ Daniel A. Ninivaggi
                                       -----------------------------------------
                                       Title: Senior Vice President, Secretary
                                              and General Counsel


                                   LEAR AUTOMOTIVE (EEDS) SPAIN S.L.

                                   By: /s/ Paul Jefferson
                                       -----------------------------------------
                                       Title: Director



    Signature Page to the Amended and Restated Credit and Guarantee Agreement



                                   LEAR CORPORATION MEXICO, S.A. de C.V.

                                   By: /s/ Shari L. Burgess
                                       -----------------------------------------
                                       Title: Authorized Signature