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                                                                    EXHIBIT 10.1
                                                                  EXECUTION COPY

               AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT

                           Dated as of April 25, 2006

                                      among

                                LEAR CORPORATION,
                                  LEAR CANADA,
                        THE FOREIGN SUBSIDIARY BORROWERS,

                            The Lenders Party Hereto,

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

                            REVOLVING CREDIT FACILITY

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

                                 CITIBANK, N.A.,

                          DEUTSCHE BANK SECURITIES INC.

                                       and

                            THE BANK OF NOVA SCOTIA,
                             as Documentation Agents

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

         J.P. MORGAN SECURITIES INC.    BANC OF AMERICA SECURITIES LLC

                   as Co-Lead Arrangers and Joint Bookrunners

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

                                  TERM FACILITY

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

                                       and

                        DEUTSCHE BANK AG NEW YORK BRANCH,
                             as Documentation Agents

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

         J.P. MORGAN SECURITIES INC.     CITIGROUP GLOBAL MARKETS INC.
                              as Co-Lead Arrangers

   J.P. MORGAN SECURITIES INC. BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL
                                  MARKETS INC.,
                              as Joint Bookrunners

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

                            THE BANK OF NOVA SCOTIA,
                        as Canadian Administrative Agent,

                                       and

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


                                                                  EXECUTION COPY

                                TABLE OF CONTENTS


                                                                                                              PAGE
                                                                                                           
SECTION 1.  DEFINITIONS....................................................................................      1
    1.1     Defined Terms..................................................................................      1
    1.2     Other Definitional Provisions..................................................................     36

SECTION 2.  AMOUNT AND TERMS OF U.S. REVOLVING CREDIT COMMITMENTS AND TERM LOAN COMMITMENTS................     37
    2.1     U.S. Revolving Credit Commitments..............................................................     37
    2.2     Repayment of U.S. Revolving Credit Loans; Evidence of Debt.....................................     37
    2.3     Procedure for U.S. Revolving Credit Borrowing..................................................     38
    2.4     Termination or Reduction of U.S. Revolving Credit Commitments..................................     38
    2.5     Borrowings of U.S. Revolving Credit Loans and Refunding of Loans...............................     39
    2.6     Increase in U.S. Revolving Credit Commitments..................................................     41
    2.7     Term Loan Commitments..........................................................................     43
    2.8     Procedure for Term Loan Borrowing..............................................................     43
    2.9     Repayment of Term Loans; Evidence of Debt......................................................     43

SECTION 3.  AMOUNT AND TERMS OF SWING LINE COMMITMENTS.....................................................     45
    3.1     Swing Line Commitments.........................................................................     45
    3.2     Procedure for Swing Line Borrowings; Interest Rate.............................................     45
    3.3     Repayment of Swing Line Loans; Evidence of Debt................................................     46
    3.4     Refunding of Swing Line Borrowings.............................................................     47
    3.5     Participating Interests........................................................................     48

SECTION 4.  AMOUNT AND TERMS OF CAF ADVANCES...............................................................     50
    4.1     CAF Advances...................................................................................     50
    4.2     Procedure for CAF Advance Borrowing............................................................     50
    4.3     CAF Advance Payments...........................................................................     52
    4.4     Evidence of Debt...............................................................................     53
    4.5     Certain Restrictions...........................................................................     53

SECTION 5.  AMOUNT AND TERMS OF THE CANADIAN COMMITMENTS...................................................     54
    5.1     Canadian Revolving Credit Commitments..........................................................     54
    5.2     Repayment of Canadian Revolving Credit Loans; Evidence of Debt.................................     54
    5.3     Procedure for Canadian Revolving Credit Borrowing..............................................     55
    5.4     Termination or Reduction of Canadian Revolving Credit Commitments..............................     55

SECTION 6.  AMOUNT AND TERMS OF CANADIAN ACCEPTANCE FACILITY...............................................     56
    6.1     Acceptance Commitments.........................................................................     56
    6.2     Creation of Acceptances........................................................................     56
    6.3     Discount of Acceptances........................................................................     57
    6.4     Stamping Fees..................................................................................     57
    6.5     Acceptance Reimbursement Obligations...........................................................     57



                                                                  EXECUTION COPY

                                                                                                            
    6.6     Converting Canadian Revolving Credit Loans to Acceptances and Acceptances to Canadian Revolving
            Credit Loans                                                                                        59
    6.7     Allocation of Acceptances......................................................................     59
    6.8     Special Provisions Relating to Acceptance Notes................................................     60
    6.9     Existing Acceptances and Acceptance Notes......................................................     60

SECTION 7.  AMOUNT AND TERMS OF MULTICURRENCY COMMITMENT...................................................     60
    7.1     Multicurrency Commitments......................................................................     60
    7.2     Repayment of Multicurrency Loans; Evidence of Debt.............................................     61
    7.3     Procedure for Multicurrency Borrowing..........................................................     61
    7.4     Termination or Reduction of Multicurrency Commitments..........................................     62
    7.5     Redenomination and Alternative Currencies......................................................     62

SECTION 8.  LETTERS OF CREDIT..............................................................................     62
    8.1     Letters of Credit..............................................................................     62
    8.2     Procedure for Issuance of Letters of Credit....................................................     63
    8.3     Participating Interests........................................................................     63
    8.4     Payments.......................................................................................     64
    8.5     Further Assurances.............................................................................     64
    8.6     Obligations Absolute...........................................................................     65
    8.7     Letter of Credit Application...................................................................     65
    8.8     Currency Adjustments...........................................................................     65

SECTION 9.  GENERAL PROVISIONS APPLICABLE TO LOANS.........................................................     66
    9.1     Interest Rates and Payment Dates...............................................................     66
    9.2     Conversion and Continuation Options............................................................     67
    9.3     Minimum Amounts of Tranches....................................................................     67
    9.4     Optional and Mandatory Prepayments.............................................................     68
    9.5     Facility Fees; Other Fees......................................................................     70
    9.6     Computation of Interest and Fees...............................................................     71
    9.7     Inability to Determine Interest Rate...........................................................     72
    9.8     Pro Rata Treatment and Payments................................................................     72
    9.9     Illegality.....................................................................................     75
    9.10    Requirements of Law............................................................................     76
    9.11    Indemnity......................................................................................     77
    9.12    Taxes..........................................................................................     77
    9.13    Assignment of Commitments Under Certain Circumstances..........................................     80
    9.14    Use of Proceeds................................................................................     81

SECTION 10. REPRESENTATIONS AND WARRANTIES.................................................................     81
    10.1    Financial Statements...........................................................................     81
    10.2    No Change......................................................................................     82
    10.3    Existence; Compliance with Law.................................................................     82
    10.4    Power; Enforceable Obligations; Authorization..................................................     82
    10.5    No Legal Bar...................................................................................     82
    10.6    No Material Litigation.........................................................................     83
    10.7    Taxes..........................................................................................     83



                                                                  EXECUTION COPY

                                                                                                            
    10.8    Securities Law, etc. Compliance................................................................     83
    10.9    ERISA..........................................................................................     83
    10.10   Investment Company Status......................................................................     83
    10.11   Subsidiaries, etc..............................................................................     83
    10.12   Environmental Matters..........................................................................     83
    10.13   Ownership of Property; Liens...................................................................     84
    10.14   Security Documents.............................................................................     84

SECTION 11. CONDITIONS PRECEDENT...........................................................................     84
    11.1    Conditions to Restatement Date.................................................................     84
    11.2    Conditions to Each Extension of Credit.........................................................     87

SECTION 12. AFFIRMATIVE COVENANTS..........................................................................     87
    12.1    Financial Statements...........................................................................     87
    12.2    Certificates; Other Information................................................................     88
    12.3    Existence; Continuation of Business............................................................     89
    12.4    Compliance with Laws...........................................................................     89
    12.5    Inspection of Property; Books and Records; Discussions.........................................     89
    12.6    Notices........................................................................................     89
    12.7    Additional Collateral and Guarantees, etc......................................................     90
    12.8    Payment of Obligations.........................................................................     92

SECTION 13. NEGATIVE COVENANTS.............................................................................     92
    13.1    Financial Covenants............................................................................     92
    13.2    Limitations on Fundamental Changes.............................................................     93
    13.3    Limitation on Subsidiary and Secured Indebtedness..............................................     94
    13.4    Disposition of Property........................................................................     94
    13.5    Restricted Payments............................................................................     95
    13.6    Negative Pledge Clauses........................................................................     95
    13.7    Indebtedness...................................................................................     96
    13.8    Incorporation of Certain Covenants.............................................................     96
    13.9    Restructurings.................................................................................     96

SECTION 14. GUARANTEE......................................................................................     96
    14.1    Guarantee......................................................................................     96
    14.2    No Subrogation.................................................................................     97
    14.3    Amendments, etc. with respect to the Obligations; Waiver of Rights.............................     97
    14.4    Guarantee Absolute and Unconditional...........................................................     98
    14.5    Reinstatement..................................................................................     99
    14.6    Payments.......................................................................................     99

SECTION 15. EVENTS OF DEFAULT..............................................................................     99

SECTION 16. THE ADMINISTRATIVE AGENTS, THE DOCUMENTATION AGENTS, THE SYNDICATION AGENTS, THE SENIOR
            MANAGING  AGENTS,THE MANAGING AGENTS AND THE CO-AGENTS.........................................    101
    16.1    Appointment...................................................................................     102
    16.2    Delegation of Duties..........................................................................     102



                                                                  EXECUTION COPY

                                                                                                            
    16.3    Exculpatory Provisions........................................................................     102
    16.4    Reliance by Administrative Agent..............................................................     102
    16.5    Notice of Default.............................................................................     103
    16.6    Non-Reliance on Administrative Agents and Other Lender........................................     103
    16.7    Indemnification...............................................................................     103
    16.8    Administrative Agents in their Individual Capacity............................................     104
    16.9    Successor Administrative Agents...............................................................     104
    16.10   The Documentation Agents, Syndication Agents, Senior Managing Agents, Managing Agents and
            Co-Agents                                                                                          104

SECTION 17. MISCELLANEOUS.................................................................................     105
    17.1    Amendments and Waivers........................................................................     105
    17.2    Notices.......................................................................................     106
    17.3    No Waiver; Cumulative Remedies................................................................     108
    17.4    Survival of Representations and Warranties....................................................     109
    17.5    Payment of Expenses and Taxes.................................................................     109
    17.6    Successors and Assigns; Participations and Assignments........................................     109
    17.7    Adjustments; Set-Off..........................................................................     113
    17.8    Loan Conversion/Participations................................................................     114
    17.9    Counterparts..................................................................................     115
    17.10   Severability..................................................................................     115
    17.11   Integration...................................................................................     115
    17.12   GOVERNING LAW.................................................................................     115
    17.13   Submission to Jurisdiction; Waivers...........................................................     116
    17.14   Acknowledgments...............................................................................     116
    17.15   WAIVERS OF JURY TRIAL.........................................................................     116
    17.16   Power of Attorney.............................................................................     117
    17.17   Release of Security Documents.................................................................     117
    17.18   Judgment......................................................................................     118
    17.19   Confidentiality...............................................................................     118
    17.20   Conflicts.....................................................................................     119
    17.21   USA PATRIOT Act Notice........................................................................     119
    17.22   Amendment and Restatement.....................................................................     119
    17.23   Existing Public Indentures....................................................................     119
    17.24   Limitation on Secured Amount..................................................................     119
    17.25   General Administrative Agent's Discretion in Dealing with Collateral..........................     120




                                                                  EXECUTION COPY


SCHEDULES:
          
  I          Commitments; Addresses
  II         Foreign Subsidiary Borrowers
  III        Administrative Schedule
  IV         Disclosed Matters
  V          Subsidiaries
  VI         Agents
  VII        Post-Closing Matters
  VIII       RESERVED
  IX         Permitted Corporate Reorganization
  X          Existing Liens on Restatement Date




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         Form of Collateral Account Agreement
  M         Matters to be Covered by Foreign Subsidiary Opinion
  N         Form of Security Agreement
  O         UK Tax Provisions
  P         Form of Int  Form of 2008/2009 Collateral Account Agreement
  Q         Form of Pledge Agreement
  R         Form of Subsidiary Guarantee




            AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT, dated as of
April 25, 2006, 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, as syndication agent for the Revolving
Credit Facility, and CITIBANK, N.A., as syndication agent for the Term Facility
(collectively, the "Syndication Agents"), CITIBANK, N.A., DEUTSCHE BANK
SECURITIES, INC. and THE BANK OF NOVA SCOTIA, as documentation agents for the
Revolving Credit Facility, and BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW
YORK BRANCH, as documentation agents for the Term Facility (collectively, 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 Amended and Restated Credit Agreement,
dated as of August 11, 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., 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 (or such shorter period as is agreed by the Canadian
Borrower and such Canadian Lender) 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



                                                                               2

Depository Bills and Notes Act (Canada) and a bill of exchange within the
meaning of the Bills of Exchange Act (Canada).

            "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



                                                                               3

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 (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



                                                                               4

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.

            "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.

            "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.

            "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 greater 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 set forth in clause
(b) of the Pricing Grid.

            "Approved Fund": any Person (other than a natural person) that is
engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course and that is administered or managed
by (a) a Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate
of an entity that administers or manages a Lender.



                                                                               5

            "Asset Sale": any Disposition of property or series of related
Dispositions of property excluding (i) any such Disposition permitted by clauses
(a), (b), (c) (except as otherwise provided in the last sentence of this
definition) and (d) through (h) of Section 13.4, (ii) in any fiscal year of the
U.S. Borrower, Dispositions of property that yield gross proceeds to the U.S.
Borrower or any of its Subsidiaries (valued at the initial principal amount
thereof in the case of non-cash proceeds consisting of notes or other debt
securities and valued at fair market value in the case of other non-cash
proceeds) of up to $25,000,000 and (iii) any such Disposition that yields gross
proceeds to the U.S. Borrower or any of its Subsidiaries (valued at the initial
principal amount thereof in the case of non-cash proceeds consisting of notes or
other debt securities and valued at fair market value in the case of other
non-cash proceeds) of less than $1,000,000. In addition to the foregoing, each
increase in the aggregate program amount (i.e., the maximum amount of
Indebtedness committed to finance such program) of Domestic Receivables Programs
above $150,000,000 in the aggregate and of Foreign Receivables Programs above
$400,000,000 in the aggregate shall be deemed to be an Asset Sale yielding Net
Cash Proceeds in the amount of such increase.

            "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 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.



                                                                               6

            "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, 2.8, 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 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.



                                                                               7

            "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 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



                                                                               8

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 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 any affiliate of any thereof) 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, (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, and (i) other investments
requested by the U.S. Borrower and approved by the General Administrative Agent.

            "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



                                                                               9

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.

            "Collateral": all property (other than Excluded Property) of the
Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to
be created by any Security Documents.

            "Collateral Account": the collateral account created by the
Collateral Account Agreement.

            "Collateral Account Agreement": the Collateral Account Agreement to
be executed and delivered by the U.S. Borrower, substantially in the form of
Exhibit L.

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

            "Commitment Increase": as defined in subsection 2.6.

            "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,



                                                                              10

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 (a) 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 (b) any
cash and Cash Equivalents of the U.S. Borrower and its Subsidiaries as at such
date up to an aggregate principal amount not to exceed the sum of $700,000,000
plus, to the extent constituting cash and Cash Equivalents of the U.S. Borrower
at such date, any amounts held in (or to the credit of) the Collateral Account
and the 2008/2009 Collateral Account.

            "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, (ii) any amortization or write-off of deferred financing fees
during such period and (iii) premiums paid in connection with the discharge of
Indebtedness 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 the
discharge of Indebtedness, (c) charges relating to FAS 106, (d) any non-cash
deductions made in determining Consolidated Net Income for such period (other
than any deductions which represent the accrual of or a reserve for the payment
of cash charges in any future period), provided that cash payments made in any
subsequent period in respect of any item for which any such non-cash deduction
was excluded in a prior period shall be deemed to reduce Consolidated Net Income
by such amount in such subsequent period, (e) license fees (and any write-offs
thereof), (f) stock compensation expense and non-cash equity linked expense, (g)
deferred financing fees (and any write-offs thereof), (h) write-offs of
goodwill, (i) foreign exchange gains and losses, (j) miscellaneous income and
expenses and (k) miscellaneous gains and losses arising from the sale of assets
plus, to the extent deducted in



                                                                              11

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 $285,000,000 incurred following the U.S. Borrower's restructuring
initiated in the second fiscal quarter of fiscal year 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 (iii) 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.

            "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).

            "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.



                                                                              12

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

            "Disposition": with respect to any property, any sale, lease, sale
and leaseback, assignment, conveyance, transfer or other disposition thereof.
The terms "Dispose" and "Disposed of" shall have correlative meanings.

            "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 Receivables Program": as defined in subsection 13.4.

            "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.

            "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



                                                                              13

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) 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 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) 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



                                                                              14

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 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 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 Property": (i) real property; (ii) property owned by any
Excluded Subsidiary or Foreign Subsidiary; (iii) receivables and customary
related rights and assets subject to a Receivables Financing Transaction; (iv)
any property to the extent that a grant of a security interest in such property
pursuant to the Security Documents is prohibited by any Requirements of Law of a
Governmental Authority, requires a consent not obtained of any Governmental
Authority pursuant to such Requirement of Law or is prohibited by, or
constitutes a breach or default under or results in the termination of or
requires any consent not obtained under, any contract, license, agreement,
instrument or other document evidencing or giving rise to such property or, in
the case of any Investment Property, Pledged Stock or Pledged Note (as such
terms are defined in the Security Documents), any applicable shareholder or
similar agreement, except to the extent that such Requirement of Law or the term
in such contract, license, agreement, instrument or other document or
shareholder or similar agreement providing for such prohibition, breach, default
or termination or requiring such consent is ineffective under applicable law;



                                                                              15

(v) Vehicles (as defined in the Security Agreement) and title documents
therefor; (vi) any Capital Stock held by a Loan Party in a joint venture, so
long as (x) not more than 85% of the aggregate Capital Stock of such joint
venture is held by the Loan Parties in the aggregate and (y) such Capital Stock
is not subject to a Lien in favor of any other Person; and (vii) any property
with respect to which the General Administrative Agent determines that the cost
or burden of subjecting such property to a Lien under the Security Documents is
disproportionate to the value of the collateral security afforded thereby.

            "Excluded Subsidiary": each Subsidiary of a Foreign Subsidiary and
with respect to any requirement to enter into any Security Document, Lear ASC
Corporation or any Special Purpose Subsidiary.

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

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

            "Existing Liens": as defined in subsection 13.3(c).

            "Existing Public Indentures": the collective reference to the 2008
Indenture, the 2009 Indenture, the 2014 Indenture and the 2022 Indenture.

            "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 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).

            "5% Subsidiary": at any time, any Subsidiary of the U.S. Borrower
which, based on the financial statements most recently delivered pursuant to
subsection 12.1(a) or (b), constituted at least 5% of Consolidated Assets or for
the twelve month period ended on the date of such financial statements



                                                                              16

represented at least 5% of Consolidated Revenues, in each case determined using
the equity method of accounting in accordance with GAAP.

            "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 Receivables Program": as defined in subsection 13.4.

            "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 Holdco": as defined in subsection 12.7(b).

            "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.

            "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



                                                                              17

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.

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

            "Immaterial Subsidiary": at any time, any Subsidiary of the U.S.
Borrower which, based on the financial statements most recently delivered
pursuant to subsection 12.1(a) or (b), constituted less than 1% of Consolidated
Assets or for the twelve month period ended on the date of such financial
statements represented less than 1% of Consolidated Revenues, in each case
determined using the equity method of accounting in accordance with GAAP.

            "Increasing Lender": as defined in subsection 2.6.

            "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
unreimbursed amount of all drafts drawn under letters of credit issued for the
account of such Person 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



                                                                              18

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": the non-credit enhanced senior secured long term debt
under this Agreement, provided that if no such debt exists, ratings issued by
S&P may be based on U.S. Borrower's corporate credit rating and ratings issued
by Moody's may be based on U.S. Borrower's corporate family credit rating or, if
Moody's or S&P changes its rating system, the rating that most closely
corresponds to the above ratings.

            "Interest Coverage Ratio": for any period, the ratio of (a)
Consolidated Operating Profit for such period to (b) Consolidated Interest
Expense for such period.

            "Interest Payment Date": (a) as to any ABR Loan, any Canadian Base
Rate 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, (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 and (e) as to any Loan, the final maturity date of such Loan.

            "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 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



                                                                              19

      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.

            "Interiors Business": the domestic and European interiors business
of the U.S. Borrower and its Subsidiaries.

            "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).

            "Lear Trim": Lear Trim, L.P., a Delaware limited partnership, and
any successor thereto.

            "Lear Trim Holdco": as defined in subsection 12.7(b).

            "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,



                                                                              20

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).

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

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

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

            "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.



                                                                              21

            "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 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



                                                                              22

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.

            "Net Cash Proceeds": (a) in connection with any Asset Sale or any
Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents
(including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise, but only as and when received), net of attorneys' fees,
accountants' fees, investment banking fees, amounts required to be applied to
the repayment of Indebtedness secured by a Lien expressly permitted hereunder on
any asset that is the subject of such Asset Sale or Recovery Event (other than
any Lien pursuant to a Security Document) and other customary fees and expenses
actually incurred in connection therewith and net of taxes paid or reasonably
estimated to be payable as a result thereof (after taking into account any
related available tax credits or deductions and any tax sharing arrangements)
and (b) in connection with any issuance or sale of Capital Stock or any
incurrence of Indebtedness, the cash proceeds received from such issuance, sale
or incurrence, net of attorneys' fees, investment banking fees, accountants'
fees, underwriting discounts and commissions and other customary fees and
expenses actually incurred in connection therewith.

            "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.

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



                                                                              23

            "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 or any other Loan Party, 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.

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



                                                                              24

            "Pass-Through Subsidiary": any Foreign Subsidiary of the U.S.
Borrower that is treated other than as a corporation for United States federal
income tax purposes.

            "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 Agreement": the Amended and Restated Pledge Agreement to be
executed and delivered by U.S. Borrower and each Subsidiary Guarantor (other
than any Foreign Subsidiary that is a Subsidiary Guarantor), substantially in
the form of Exhibit Q.

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


                                                                              25

            "Pricing Grid": (a) with respect to Extensions of Credit (other than
Term Loans) initially (i) 1.750% per annum in the case of Eurodollar Loans and
Multicurrency Loans and (ii) 0.750% per annum in the case of ABR Loans, Canadian
Base Rate Loans and Prime Rate Loans, in each case until the next Adjustment
Date and then calculated as set forth below:



                                                                               Applicable Margin
                                                                --------------------------------------------
                                                                                              ABR Loans,
                                Leverage                                                     Canadian Base
                             Ratio/Index Debt                   Eurodollar/Multicurrency     Rate Loans and     Facility Fee
Category                       Rating Level                              Loans              Prime Rate Loans        Rate
- --------    ------------------------------------------------    ------------------------    ----------------    -------------
                                                                                                    
    I       < or = 1.00:1.00 or > r =                                     .475%                      0%              .150%
               BBB+ or > or = Baa1
    II      < or =1.50:1.00 or > or =                                     .550%                      0%              .200%
                BBB or > or = Baa2
   III      < or =2.00:1.00 or > or =                                    1.000%                      0%              .250%
               BBB- or > or = Baa3
    IV       > or = BB+ or > or = Ba1                                    1.150%                   .150%              .350%
    V        > or = BB or > or = Ba2                                     1.375%                   .375%              .375%
    VI       > or = BB- or > or = Ba3                                    1.600%                   .600%              .400%
   VII        > or =B+ or > or = B1                                      1.750%                   .750%              .500%
   VIII             or = B+ and > or = B2                                 2.50%            1.50%
   II              Otherwise                                        2.75%            1.75%



            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



                                                                              26

      date, and (ii) thereafter, Category VIII (in the case of clause (a) above)
      or Category II (in the case of clause (b) above) above 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 VIII (in the case of clause (a) above) or
      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 lowest 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:

            (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
      (euro)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



                                                                              27

      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).

            "Recovery Event": any payment in respect of any property or casualty
insurance claim or any condemnation proceeding relating to any asset of the U.S.
Borrower or any of its Subsidiaries excluding in any fiscal year of the U.S.
Borrower, Net Cash Proceeds from such claims that yield gross proceeds to the
U.S. Borrower or any of its Subsidiaries of up to $25,000,000.

            "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 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,



                                                                              28

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.

            "Reinvestment Deferred Amount": with respect to any Reinvestment
Event, the aggregate Net Cash Proceeds received by the U.S. Borrower or any of
its Subsidiaries in connection therewith that are not applied to prepay the Term
Loans pursuant to Section 9.4(i) or (j) as a result of the delivery of a
Reinvestment Notice.

            "Reinvestment Event": any Asset Sale or Recovery Event in respect of
which the U.S. Borrower has delivered a Reinvestment Notice.

            "Reinvestment Notice": a written notice executed by a Responsible
Officer stating that no Event of Default has occurred and is continuing and that
the U.S. Borrower (directly or indirectly through a Subsidiary) intends and
expects to use all or a specified portion of the Net Cash Proceeds of an Asset
Sale or Recovery Event to acquire or repair assets useful in its business.

            "Reinvestment Prepayment Amount": with respect to any Reinvestment
Event, the Reinvestment Deferred Amount relating thereto less any amount
expended or contractually committed to be expended (as long as such amount is
expended on or prior to the date specified in such contractual commitment and
prior to the termination of such commitment) prior to the relevant Reinvestment
Prepayment Date to acquire or repair assets useful in the U.S. Borrower's
business.

            "Reinvestment Prepayment Date": with respect to any Reinvestment
Event, the earlier of (a) the date occurring 360 days after such Reinvestment
Event (provided that if on such 360th day, the applicable Reinvestment
Prepayment Amount is contractually committed to acquire or repair assets useful
in the U.S. Borrower's business, the Reinvestment Prepayment Date with respect
to such amount shall be the earlier of (i) termination of such commitment and
(ii) if such amount is not so expended, the first day following the date such
amount was contractually committed to be expended) and (b) the date on which the
U.S. Borrower shall have determined not to, or shall have otherwise ceased to,
acquire or repair assets useful in the Borrower's business with all or any
portion of the relevant Reinvestment Deferred Amount.

            "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).



                                                                              29

            "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.

            "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 April 25, 2006.

            "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.

            "Secured Indebtedness": 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 the preceding sentence, the amount of any Indebtedness or



                                                                              30

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.

            "Secured Parties": as defined in the Security Documents.

            "Security Documents": the collective reference to the Security
Agreement, the Collateral Account Agreement, the 2008/2009 Collateral Account
Agreement, the Pledge Agreement, 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 and guarantees thereof, in each case
as amended, supplemented or otherwise modified from time to time.

            "Security Agreement": the Security Agreement to be executed and
delivered by the U.S. Borrower and each Subsidiary Guarantor (other than any
Foreign Subsidiary that is a Subsidiary Guarantor), substantially in the form of
Exhibit N.

            "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 (other than Standard Securitization Undertakings);
provided further, however, that if the law of a jurisdiction in which the U.S.
Borrower proposes to create a Special Purpose Subsidiary does not provide for
the creation of a bankruptcy remote entity that is acceptable to the U.S.
Borrower or requires the formation of one or more additional entities (whether
or not Subsidiaries of the U.S. Borrower), such other type of entity may, upon
the request of the U.S. Borrower and with the consent of the General
Administrative Agent (such consent not to be unreasonably withheld) serve as a
"Special Purpose Subsidiary."

            "Specified Foreign Subsidiary": each of the U.S. Borrower's or any
of its Domestic Subsidiaries' direct Foreign Subsidiaries the Capital Stock of
which is pledged to the General Administrative Agent (for the benefit of the
Lenders) pursuant to the Security Documents and that (i) is a 5% Subsidiary or
(ii) is designated a "Specified Foreign Subsidiary" by the General
Administrative Agent to the U.S. Borrower.

            "Specified Guarantee Obligations": the collective reference to (a)
Guarantee Obligations of the Subsidiaries under the Subsidiary Guarantee 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
(other than Lear Trim) 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 with respect to
surety, appeal and performance bonds to the extent such bonds are required in
the ordinary course of business of the U.S. Borrower or its Subsidiaries.



                                                                              31

            "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, (e) Indebtedness of a joint venture which is
non-recourse to the U.S. Borrower and its other Subsidiaries and (f)
Indebtedness of a joint venture which is treated as a Subsidiary as a result of
FASB Interpretation No. 46 issued by the Financial Accounting Standards Board as
long as such Indebtedness is not guaranteed by any other Subsidiary of the U.S.
Borrower.

            "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 Liens on property leased by the U.S. Borrower or its Subsidiaries as
lessee under a Financing Lease entered into after the Restatement Date in an
amount not to exceed $25,000,000 in the aggregate outstanding at any time, (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 improvements and attachments thereto),
(k) Liens on receivables and customary related assets 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



                                                                              32

issuance, a Lender, (m) Liens granted pursuant to the Loan Documents, (n)
extensions, renewals and replacements of any such Lien described in clauses (a)
through (m) above so long as the principal amount of Indebtedness or other
obligations secured thereby is not increased and so long as such Liens are not
extended to any other property of the U.S. Borrower or any of its Subsidiaries
and (o) Liens on assets of joint ventures and their Subsidiaries securing
obligations that constitute Specified Indebtedness of the joint ventures so long
as such Liens do not encumber any assets or property of the U.S. Borrower or its
other Subsidiaries.

            "Specified Private Indebtedness": Indebtedness for borrowed money
issued after the Restatement Date in a single private placement or other
non-public transaction (or series of related transactions) having (i) a
principal amount (or commitments) of $75,000,000 or more and (ii) an original
maturity of greater than one year.

            "Standard Securitization Undertakings": representations, warranties,
covenants and indemnities entered into by the U.S. Borrower or any Subsidiary
thereof in connection with a Receivables Financing Transaction which are
reasonably customary in an accounts receivable financing transaction.

            "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 Guarantee": the Amended and Restated Subsidiary
Guarantee to be executed and delivered by each Subsidiary Guarantor
substantially in the form of Exhibit R.

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

            "Subsidiary Indebtedness": the collective reference (without
duplication) to (a) any Indebtedness of any Subsidiary, other than Specified
Indebtedness and (b) any Guarantee Obligation of any Subsidiary, other than
Specified Guarantee Obligations. 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. At any
time of determination, the amount of Subsidiary Indebtedness outstanding shall
be determined without duplication of any other Subsidiary Indebtedness then
outstanding.

            "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.

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



                                                                              33

            "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 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 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 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.

            "Syndication Agents": 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).



                                                                              34

            "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 $1,000,000,000.

            "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 Maturity Date": April 25, 2012.

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

            "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.

            "2008 Bonds": the 8-1/8% Senior Notes due 2008 issued pursuant to
the 2008 Indenture.

            "2008 Indenture": the Indenture dated as of March 20, 2001 among the
U.S. Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The
Bank of New York, as trustee, as amended and supplemented.

            "2008/2009 Collateral Account": the collateral account created by
the 2008/2009 Collateral Account Agreement.

            "2008/2009 Collateral Account Agreement": the Collateral Account
Agreement to be executed and delivered by the U.S. Borrower, substantially in
the form of Exhibit P.

            "2014 Bonds": the 5-3/4% Senior Notes Due 2014 issued pursuant to
the 2014 Indenture.



                                                                              35

            "2014 Indenture": the Indenture dated as of August 3, 2004 among the
U.S. Borrower, as issuer, certain of its Subsidiaries, as guarantors, and BNY
Midwest Trust Company, as trustee, as amended and supplemented.

            "2009 Indenture": the Indenture dated as of May 15, 1999 among the
U.S. Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The
Bank of New York, as trustee, as amended and supplemented.

            "2009 Notes": the 8.11% Senior Notes due 2009 issued pursuant to the
2009 Indenture.

            "2022 Bonds": the Zero-Coupon Senior Convertible Notes due February
20, 2022 issued pursuant to the 2022 Indenture.

            "2022 Indenture": the Indenture dated as of February 20, 2002 among
the U.S. Borrower, as issuer, certain of its Subsidiaries, as guarantors, and
The Bank of New York, as trustee, as amended and supplemented.

            "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. 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



                                                                              36

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.

            "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.

            "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,
as in effect from time to time; provided that, if the U.S. Borrower notifies the
General Administrative Agent that the U.S. Borrower requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the
Restatement Date in GAAP or in the application thereof on the operation of such
provision (or if the General Administrative Agent notifies the U.S. Borrower
that the Majority Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn by the U.S. Borrower or the General Administrative Agent, as the case
may be, or such provision amended in accordance herewith.

            (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



                                                                              37

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 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



                                                                              38

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.

            (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



                                                                              39

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 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



                                                                              40

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 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



                                                                              41

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 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



                                                                              42

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:

            (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



                                                                              43

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 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 in U.S. Dollars (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. Amounts repaid or prepaid on account of the Term Loans
may not be reborrowed.

            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 mature in the following installments, each of which shall
be in an amount equal to such Lender's Term Percentage multiplied by the amount
set forth below opposite such installment:



                                                                              44



Installment Date             Amount
- -----------------        --------------
                      
December 31, 2006         $3,000,000.00

June 30, 2007              3,000,000.00
December 31, 2007          3,000,000.00

June 30, 2008              3,000,000.00
December 31, 2008          3,000,000.00

June 30, 2009              3,000,000.00
December 31, 2009          3,000,000.00

June 30, 2010              3,000,000.00
December 31, 2010          3,000,000.00

June 30, 2001              3,000,000.00
December 31, 2011          3,000,000.00

April 25, 2012           967,000,000.00



            (b) The U.S. Borrower hereby unconditionally promises to pay to the
General Administrative Agent for the account of each Term Lender the then unpaid
principal amount of the Term Loan of such Term Lender on the Term Loan Maturity
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 on the unpaid principal amount of the Term 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.

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

            (d) The General Administrative Agent shall maintain the Register
pursuant to subsection 17.6(d), and a subaccount therein for each Term Lender,
in which shall be recorded (i) the date and amount of each Term 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 Term Lender
hereunder in respect of the Term 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 Term Loans and each Term Lender's share thereof.

            (e) The entries made in the Register and the accounts of each Term
Lender maintained pursuant to subsection 2.9(d) 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 Term 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 obligations of the



                                                                              45

U.S. Borrower to repay (with applicable interest) the Term Loans made to the
U.S. Borrower by such Term Lender in accordance with the terms of this
Agreement.

            (f) 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 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



                                                                              46

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
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.



                                                                              47

            (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.

            (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



                                                                              48

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 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.



                                                                              49

            (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 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.


                                                                              50

            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. 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.



                                                                              51

            (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 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;



                                                                              52

            (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 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.



                                                                              53

            (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.

            (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.



                                                                              54

            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 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



                                                                              55

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 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.



                                                                              56

            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.

            (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



                                                                              57

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.

            (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.



                                                                              58

            (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 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



                                                                              59

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.

            (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



                                                                              60

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.

            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



                                                                              61

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, 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



                                                                              62

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 $400,000,000, as follows:

            (i) standby letters of credit (collectively, the "Standby Letters of
      Credit") in the form of either (A) the Issuing Lender's standard standby
      letter of credit or (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 one year from the date of
issuance thereof or, if earlier, 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



                                                                              63

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 Restatement 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 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



                                                                              64

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 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 certain Letters of
Credit it may be customary for the Issuing Lender in respect thereof 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



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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

            (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



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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.

            (f) (i) If all or a portion of the principal amount of any Loan,
Acceptance or Reimbursement Obligation 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 (x) in the case of Loans, the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this Section 9.1 plus 2% or (y) in the case of Reimbursement Obligations, the
rate applicable to Revolving Loans that are ABR Loans plus 2%, and (ii) if all
or any portion of any interest payable on any Loan or Reimbursement Obligation
or any fee or other amount 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 then applicable to ABR Loans
under the relevant facility plus 2% (or, in the case of any such other amounts
that do not relate to a particular facility, the rate then applicable to
Revolving Loans that are ABR Loans).

            (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



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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 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



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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. Optional prepayments of the Term Loans shall be
applied to the remaining installments in the order directed by the U.S.
Borrower.

            (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 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).



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            (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) 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.

            (f) 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.

            (g) 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.

            (h) If any Indebtedness shall be incurred by the U.S. Borrower or
any of its Subsidiaries (excluding any Indebtedness permitted to be incurred by
this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall
be applied on the date of such incurrence toward the prepayment of the Term
Loans as set forth in Section 9.4(l).

            (i) If on any date the U.S. Borrower or any of its Subsidiaries
shall receive Net Cash Proceeds from any Asset Sale then, unless a Reinvestment
Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be
applied on the third Business Day after receipt thereof toward the prepayment of
the Term Loans as set forth in Section 9.4(l); provided, that, notwithstanding
the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be
excluded from the foregoing prepayment requirement pursuant to a Reinvestment
Notice shall not exceed $400,000,000 in any fiscal year of the U.S. Borrower and
(ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment
Prepayment Amount with respect to the relevant Reinvestment Event shall be
applied toward the prepayment of the Term Loans as set forth in Section 9.4(l).



                                                                              70

            (j) If on any date the U.S. Borrower or any of its Subsidiaries
shall receive Net Cash Proceeds from any Recovery Event then, unless a
Reinvestment Notice shall be delivered in respect thereof, such Net Cash
Proceeds shall be applied on the third Business Day after receipt thereof toward
the prepayment of the Term Loans as set forth in Section 9.4(l); provided, that,
notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Recovery
Events that may be excluded from the foregoing prepayment requirement pursuant
to a Reinvestment Notice shall not exceed $400,000,000 in any fiscal year of the
U.S. Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to
the Reinvestment Prepayment Amount with respect to the relevant Reinvestment
Event shall be applied toward the prepayment of the Term Loans as set forth in
Section 9.4(l).

            (k) If there is any balance in (or credited to) the 2008/2009
Collateral Account on May 15, 2009, then such amount shall be applied on such
date to the prepayment of the Term Loans.

            (l) Amounts to be applied to prepayments of the Term Loans made
pursuant to paragraphs (h), (i), (j) and (k) above shall be applied ratably to
then remaining installments. The application of any prepayment pursuant to
paragraphs (h), (i), (j) and (k) above shall be made, first, to ABR Loans and,
second, to Eurodollar Loans.

            (m) 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.

            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 date the Revolving Credit Commitments have terminated and the
Obligations owed under the Revolving Credit Facility have been paid in full;
each such facility fee shall be computed at the Facility Fee Rate on the amount
of the U.S. Revolving Credit Commitment (or, following the termination of the
Revolving Credit Commitments, on the amount of the Aggregate Total Revolving
Outstandings of each Lender) 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, on the Revolving Credit Termination Date or
such earlier date on which the U.S. Revolving Credit Commitments shall terminate
as provided herein and on demand thereafter, 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.



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            (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 that are
Revolving Credit 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.

            (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.

            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.

            (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



                                                                              72

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 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



                                                                              73

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 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



                                                                              74

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
made available to the applicable Borrower by the applicable Administrative
Agent, but 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 made available to the applicable
Borrower by the applicable Administrative Agent, but 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
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



                                                                              75

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 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.



                                                                              76

            (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.

            (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



                                                                              77

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.

            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



                                                                              78

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 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



                                                                              79

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



                                                                              80

            (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 (x) any Lender shall have delivered a notice or certificate
pursuant to subsection 9.10, (y) any Borrower has been required to pay any Taxes
in respect of any Lender pursuant to subsection 9.12 or (z) any Lender shall not
have consented to a proposed change, waiver, discharge or termination of any of
the provisions of this Agreement as contemplated by clauses (A), (B), (E) and
(F), of the proviso to the second sentence of Section 17.1(a) in a circumstance
where the Majority Lenders have consented to such change, waiver, discharge or
termination, 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


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contained in subsection 17.6) which shall assume such obligations; provided that
(i) no such assignment shall conflict with any law, rule or regulation or order
of any Governmental Authority, (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 and (iii) in the case of any such assignment resulting
from an event described in clause (z) above, the applicable Assignee shall have
agreed to the applicable change, waiver, discharge or termination.

            (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 (other than the Term
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. The proceeds of the Term Loans shall be used (a) to refinance the
term loan facility under the Existing Credit Agreement, (b) to fund the deposit
into the Collateral Account and the 2008/2009 Collateral Account and (c) after
the uses described in clauses (a) and (b), for general corporate purposes.

            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, 2005 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


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and fairly present the financial condition of the U.S. Borrower on such date.
All such financial statements, including the related schedules and notes
thereto, have been prepared in conformity with GAAP applied on a consistent
basis. All liabilities, direct 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 Restatement 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, 2005 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 or such as are required to perfect the security interests
created by the Loan Documents, (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


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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.

            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 Company Status. Neither the U.S. Borrower nor any
of its Subsidiaries is an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940.

            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,


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(iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental Liability.

            10.13 Ownership of Property; Liens. Each of the U.S. Borrower and
its Domestic Subsidiaries has title in fee simple to, or a valid leasehold
interest in, all its material real property, and good title to, or a valid
leasehold interest in, all its other material property, and none of such
property is subject to any Lien except as Liens permitted by this Agreement and
the other Loan Documents.

            10.14 Security Documents. The provisions of the Security Documents
upon execution and delivery thereof are effective under the laws of the United
States and, where applicable with respect to Collateral consisting of the
uncertificated Capital Stock of any of the U.S. Borrower's or any of its
Domestic Subsidiaries' direct Foreign Subsidiaries which is pledged to the
General Administrative Agent (for the benefit of Lenders) pursuant to the
Security Documents, under the laws of foreign jurisdictions to create in favor
of the General Administrative Agent for the benefit of the Secured Parties, a
legal, valid and enforceable security interest in all right, title and interest
of the applicable Loan Party in the Collateral owned by such Loan Party, and the
Security Documents, together with the filings of Form UCC-1 (or other similar
filing, if any) in all relevant jurisdictions and delivery of all possessory
collateral create, under the laws of the United States and, where applicable
with respect to Collateral consisting of the uncertificated Capital Stock of any
of the U.S. Borrower's or any of its Domestic Subsidiaries' direct Foreign
Subsidiaries which is pledged to the General Administrative Agent (for the
benefit of Lenders) pursuant to the Security Documents, under the laws of
foreign jurisdictions, a first Lien on, and security interest in (or similar
interest in respect of), all right, title and interest of the U.S. Borrower and
such Loan Parties in all of the Collateral described therein, subject to no
other Liens other than Liens permitted by this Agreement. All such Liens are
perfected Liens (or similar legal status) other than with respect to (a) any
Collateral to the extent perfection would require filing or other actions in any
foreign jurisdiction (other than Collateral consisting of the uncertificated
Capital Stock of Specified Foreign Subsidiaries, with respect to which (for
avoidance of doubt) the relevant Liens are perfected Liens (or similar legal
status), subject to subsection 12.7(d)) and (b) any Collateral consisting of
titled vehicles, vessels and other collateral which may not be perfected through
the filing of financing statements under the Uniform Commercial Code (or similar
applicable law) of the appropriate jurisdiction. The recordation in the United
States Patent and Trademark Office and in the United States Copyright Office of
assignments for security made pursuant to the Security Document will be
effective, under Federal law, to perfect the security interest granted to the
General Administrative Agent for the benefit of the Secured Parties in the
trademarks, patents and copyrights covered by such Security Document.

            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) Security Agreement. The General Administrative Agent shall have
      received (i) the Security Agreement, executed and delivered by the U.S.
      Borrower and each Subsidiary Guarantor party thereto and (ii) an
      Acknowledgement and Consent in the form attached to the



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      Security Agreement, executed and delivered by each Issuer (as defined
      therein), if any, that is not a Loan Party.

            (c) Pledge Agreement. The General Administrative Agent shall have
      received (i) the Pledge Agreement, executed and delivered by the U.S.
      Borrower and each Subsidiary Guarantor party thereto and (ii) an
      Acknowledgement and Consent in the form attached to the Pledge Agreement,
      executed and delivered by each Issuer (as defined therein), if any, that
      is not a Loan Party.

            (d) Subsidiary Guarantee. The General Administrative Agent shall
      have received the Subsidiary Guarantee, executed and delivered by each
      Subsidiary Guarantor.

            (e) Collateral Account Agreement. The General Administrative Agent
      shall have received the Collateral Account Agreement, executed and
      delivered by the U.S. Borrower and the securities intermediary referred to
      therein and the General Administrative Agent shall have received
      reasonably satisfactory evidence that $316,500,000 of the proceeds of the
      Term Loans will be deposited in the Collateral Account.

            (f) 2008/2009 Collateral Account Agreement. The General
      Administrative Agent shall have received the 2008/2009 Collateral Account
      Agreement, executed and delivered by the U.S. Borrower and the securities
      intermediary referred to therein and the General Administrative Agent
      shall have received reasonably satisfactory evidence that $200,000,000 of
      the proceeds of the Term Loans will be deposited in the 2008/2009
      Collateral Account.

            (g) Consents. The General Administrative Agent shall have received
      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 General Administrative Agent and be in full force and effect.

            (h) Incumbency Certificates. The General Administrative Agent shall
      have received 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.

            (i) Corporate Proceedings. The General Administrative Agent shall
      have received 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.

            (j) Certified Certificate of Incorporation; Good Standing
      Certificates. The Administrative Agent shall have received (i) a
      certificate of the U.S. Borrower, dated the Restatement Date, and
      attaching the certificate of incorporation of each Domestic Loan Party and



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      the equivalent, if available, for each such party that is a Foreign
      Subsidiary that is a corporation certified by the relevant authority of
      the jurisdiction of organization of such Loan Party, and (ii) a long form
      good standing certificate for each Domestic Loan Party and the equivalent,
      if available, for each such party that is a Foreign Subsidiary from its
      jurisdiction of organization.

            (k) 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.

            (l) Legal Opinion(s) of Counsel to U.S. Borrower. The General
      Administrative Agent shall have received:

                  (i) 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; and

                  (ii) an opinion, dated the Restatement Date, of special
            counsel to the U.S. Borrower and its Subsidiaries in the countries
            of Spain and Germany covering such matters incident to the
            transactions contemplated hereby as the Lenders may reasonably
            require.

            (m) Pledged Stock; Stock Powers; Pledged Notes. The General
      Administrative Agent shall have received (i) to the extent the shares are
      certificated the certificates representing the shares of certificated
      Capital Stock pledged pursuant to the Pledge Agreement, together with an
      undated stock power for each such certificate executed in blank by a duly
      authorized officer of the pledgor thereof and (ii) each promissory note
      (if any) pledged to the General Administrative Agent pursuant to the
      Security Documents endorsed (without recourse) in blank (or accompanied by
      an executed transfer form in blank) by the pledgor thereof.

            (n) Filings, Registrations and Recordings. Each document (including
      any Uniform Commercial Code financing statement) required by the Security
      Documents (or, where applicable with respect to Collateral consisting of
      the uncertificated Capital Stock of Specified Foreign Subsidiaries,
      required under the laws of foreign jurisdictions) or reasonably requested
      by the General Administrative Agent to be filed, registered or recorded in
      order to create in favor of the General Administrative Agent, for the
      benefit of the Secured Parties, a perfected Lien on the Collateral
      described therein, prior and superior in right to any other Person (other
      than holders of (i) Liens existing on the Restatement Date and listed on
      Schedule X and (ii) unrecorded Liens permitted by this Agreement which
      have priority over the Liens on the Collateral by operation of law), shall
      be in proper form for filing, registration or recordation.

            (o) Lien Searches. The General Administrative Agent shall have
      received the results of a recent lien search in the jurisdiction of
      organization of each of the Domestic Loan Parties, and such search shall
      reveal no liens on any of the assets of the Loan Parties except for liens
      permitted by this Agreement and the other Loan Documents or discharged on
      or prior to the Restatement Date pursuant to documentation satisfactory to
      the General Administrative Agent.

            (p) Insurance. The General Administrative Agent shall have received
      insurance certificates satisfying the requirements of Section 4.2(b) of
      the Security Agreement.



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Notwithstanding the foregoing, certain conditions specified in this Section 11.1
may be satisfied on the date(s) required by Section 12.7(d).

            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 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 Restatement 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


                                                                              88

      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
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


                                                                              89

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.

            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;

            (c) if any Subsidiary has become a 5% Subsidiary as of the last day
      of any fiscal quarter as evidenced by the financial statements required to
      be delivered pursuant to subsection 12.1(a) or (b);

            (d) if any Domestic Subsidiary or any of the U.S. Borrower's or any
      of its Domestic Subsidiaries' direct Foreign Subsidiaries ceases to be an
      Immaterial Subsidiary as of the last day of any fiscal quarter as
      evidenced by the financial statements required to be delivered pursuant to
      subsection 12.1(a) or (b); and

            (e) 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.



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            12.7 Additional Collateral and Guarantees, etc.(a) (a) With respect
to any property acquired after the Restatement Date by any Loan Parties (other
than (x) any property described in paragraph (b) below and (y) any property
constituting Excluded Property) as to which the General Administrative Agent,
for the benefit of the Secured Parties, does not have a perfected Lien, promptly
(i) execute and deliver to the General Administrative Agent such amendments to
the Security Documents or such other documents as the Administrative Agent deems
necessary or advisable to grant to the General Administrative Agent, for the
benefit of the Secured Parties, a security interest in such property and (ii)
take all actions necessary or advisable to grant to the General Administrative
Agent, for the benefit of the Secured Parties, a perfected first priority
security interest under the laws of the United States in such property,
including the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Security Documents or by law or as may
be requested by the General Administrative Agent.

            (b) (i) 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, in the case of Subsidiaries referred to in the following
clause (A) which period may be extended by the General Administrative Agent from
time to time in its discretion), cause (A) 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 and
other than Lear Trim) constituting a 5% Subsidiary to be pledged to the General
Administrative Agent, pursuant to an amendment to the Security Documents
reasonably requested by the General Administrative Agent, (B) if requested by
the Administrative Agent, cause all of the Capital Stock owned directly or
indirectly by the U.S. Borrower of any of the U.S. Borrower's direct or indirect
Domestic Subsidiaries (other than any Excluded Subsidiary and whether or not
such Domestic Subsidiary satisfied the criteria set forth in clause (A) above of
this paragraph (i)) to be pledged to the General Administrative Agent pursuant
to an amendment to the Security Documents reasonably requested by the General
Administrative Agent, (C) 65% of the voting Capital Stock and all non-voting
Capital Stock (or, in the case of a Pass-Through Subsidiary, 100% of the Capital
Stock) of each of the U.S. Borrower's or any of its Domestic Subsidiaries'
direct Foreign Subsidiaries which are not Immaterial Subsidiaries (or such
lesser amount as may be owned by the U.S. Borrower and its Domestic
Subsidiaries), to be pledged to the General Administrative Agent pursuant to the
Security Documents, for the ratable benefit of the Lenders hereunder, pursuant
to an amendment to the Security Documents reasonably requested by the General
Administrative Agent and (D) the General Administrative Agent 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)(i), in no event shall the U.S. Borrower or any of its direct or indirect
Domestic Subsidiaries be required to pledge (x) Capital Stock of any Subsidiary
(including, without limitation, Lear Trim) if the U.S. Borrower reasonably
believes that such pledge of Capital Stock would violate the terms of any
Existing Public Indenture or (y) Capital Stock of any direct Foreign Subsidiary
of the U.S. Borrower or any of its Domestic Subsidiaries if the U.S. Borrower
determines that a pledge of such Capital Stock would result in adverse tax
consequences under Section 956 of the Code (or any successor provision thereto
or any similar foreign tax law) and so long as the U.S. Borrower or such
Domestic Subsidiary, as the case may be, complies with subsection (ii) below
with respect to such Foreign Subsidiary.

            (ii) Notwithstanding the foregoing, if the U.S. Borrower and its
Subsidiaries are not able to pledge the Capital Stock of any Foreign Subsidiary
as required by the preceding paragraph, the U.S. Borrower shall (w) cause the
Capital Stock of such Foreign Subsidiary to be legally and beneficially owned by
a wholly-owned Domestic Subsidiary which is a corporation or limited liability
company that



                                                                              91

does not engage in any business other than owning Capital Stock of
Subsidiaries and any business incidental thereto (any such corporation or
limited liability company, a "Foreign Subsidiary Holdco"); (x) cause the Capital
Stock of each Foreign Subsidiary Holdco to be pledged pursuant to the Security
Documents; (y) cause each Foreign Subsidiary Holdco not to incur, assume or
permit to exist any Indebtedness for borrowed money (other than Extensions of
Credit under this Agreement) or material payment obligation (other than under
the Loan Documents) and not to create or permit to exist any Lien (other than
Liens created pursuant to a Security Document and other than immaterial or
non-consensual Liens permitted hereunder); and (z) cause each Foreign Subsidiary
Holdco to observe corporate or similar formalities and to maintain its separate
identifiable corporate or limited liability company existence separate and apart
from such Foreign Subsidiary and each other Subsidiary of the U.S. Borrower.

            (iii) Notwithstanding the foregoing, cause the Capital Stock of Lear
ASC Corporation and any other Special Purpose Subsidiary or Subsidiary of the
U.S. Borrower which acts as a purchaser of receivables for a receivables
securitization program of the U.S. Borrower and its Domestic Subsidiaries to be
pledged as Collateral pursuant to the Security Documents.

            (iv) Notwithstanding the foregoing but subject to subsequent 12.7(d)
below (w) cause Lear Trim to be legally and beneficially owned by a wholly-owned
Domestic Subsidiary which is a corporation or limited liability company that
does not engage in any business other than owning the Capital Stock of Lear Trim
(such corporation or limited liability company "Lear Trim Holdco"), Lear
Holdings, S. de R.L. de C.V. and other Subsidiaries and any business incidental
thereto; (x) cause the Capital Stock of Lear Trim Holdco to be pledged pursuant
to the Security Documents; (y) cause Lear Trim Holdco not to incur, assume or
permit to exist any Indebtedness for borrowed money (other than Extensions of
Credit under this Agreement) or material payment obligation (other than under
the Loan Documents) and not to create or permit to exist any Lien (other than
Liens created pursuant to a Security Document and immaterial or non-consensual
Liens permitted hereunder); and (z) cause Lear Trim Holdco to observe corporate
or similar formalities and to maintain its separate identifiable corporate or
limited liability company existence separate and apart from Lear Trim and each
other Subsidiary of the U.S. Borrower.

            (v) Use commercially reasonable efforts to cause all Capital Stock
of each Subsidiary which is pledged pursuant to a Security Document which can be
certificated to be certificated.

            (c) As soon as possible if requested by the General Administrative
Agent, cause (i) each of the U.S. Borrower's direct or indirect Domestic
Subsidiaries (other than any Immaterial Subsidiary) to become a Subsidiary
Guarantor by executing and delivering a joinder or assumption agreement to the
Subsidiary Guarantee in a form reasonably requested by the General
Administrative Agent if such Subsidiary is not then a Subsidiary Guarantor and
(ii) 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 to be delivered to the General Administrative Agent;
provided, 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 joinder or assumption agreement to the Subsidiary Guarantee or
otherwise become a party to the Subsidiary Guarantee concurrently with entering
into any such guarantee of Public Indebtedness.



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            (d) Cause the post-closing matters identified on Schedule VII to be
completed on or before the date which is 60 days after the Restatement Date
(which period may be extended by the General Administrative Agent from time to
time in its discretion).

            12.8 Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
material obligations in respect of taxes of whatever nature, except where the
amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of the U.S. Borrower and its
Subsidiaries.

            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, on the last day of any fiscal quarter
set forth below, the Interest Coverage Ratio for the four consecutive fiscal
quarters of the U.S. Borrower ending with such quarter to be less than the
amount set forth opposite such quarter below:



Fiscal Quarter                                   Minimum Interest Coverage Ratio
- --------------                                   -------------------------------
                                              
    Q1 2006                                                2:50 : 1
    Q2 2006                                                2.50 : 1
    Q3 2006                                                2.50 : 1
    Q4 2006                                                2.50 : 1

    Q1 2007                                                2.50 : 1
    Q2 2007                                                2.50 : 1
    Q3 2007                                                2.50 : 1
    Q4 2007                                                2.75 : 1

    Q1 2008                                                2.75 : 1
    Q2 2008                                                2.75 : 1
    Q3 2008                                                2.75 : 1
    Q4 2008 and thereafter                                 3.00 : 1


            (b) Leverage Ratio. Permit the Leverage Ratio at the last day of any
period of four consecutive fiscal quarters of the U.S. Borrower ending with a
quarter set forth below to be greater than the amount set forth opposite such
quarter below:



Fiscal Quarter                                     Maximum Leverage Ratio
- --------------                                     ----------------------
                                                
    Q1 2006                                                4.25 : 1
    Q2 2006                                                4.25 : 1
    Q3 2006                                                4.25 : 1



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    Q4 2006                                                4.00 : 1

    Q1 2007                                                4.00 : 1
    Q2 2007                                                3.75 : 1
    Q3 2007                                                3.75 : 1
    Q4 2007                                                3.50 : 1

    Q1 2008                                                3.50 : 1
    Q2 2008                                                3.50 : 1
    Q3 2008                                                3.50 : 1
    Q4 2008 and 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, 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.

For avoidance of doubt, the U.S. Borrower and its Subsidiaries may enter into
reorganizations substantially consistent with achieving the corporate structure
described in Schedule IX to this Agreement. Notwithstanding the foregoing to the
extent any transaction otherwise permitted by this subsection 13.2 constitutes a
Disposition to a Person which is not then the U.S. Borrower or a Subsidiary
thereof, such Disposition must comply with the limits set forth in subsections
13.4(b) and (i).



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            13.3 Limitation on Subsidiary and Secured Indebtedness. (a) Create,
incur, assume or suffer to exist Subsidiary Indebtedness in an aggregate
principal amount at any time outstanding exceeding 4% of Consolidated Assets at
such time.

            (b) Create, incur, assume or suffer to exist any Indebtedness that
constitutes 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 and other than the Liens existing on the Restatement
Date and listed on Schedule X (and any extensions, renewals and replacements of
any such Liens listed on Schedule X so long as the principal amount of
Indebtedness or other obligations secured thereby is not increased and so long
as such Liens are not extended to any other property of the U.S. Borrower or any
of its Subsidiaries)) in an aggregate principal amount at any time exceeding
$100,000,000 at such time.

            (c) Create, incur, assume or suffer to exist any Liens utilizing the
basket set forth in clause (vii) of Section 4.07 of the Existing Public
Indentures other than (i) Liens existing on the date hereof listed on Schedule X
to this Agreement (and any extensions, renewals and replacements of any such
Liens listed on Schedule X so long as the principal amount of Indebtedness or
other obligations secured thereby is not increased and so long as such Liens are
not extended to any other property of the U.S. Borrower or any of its
Subsidiaries) securing Indebtedness and other obligations in an aggregate
principal amount not to exceed $17,000,000 and (ii) other Liens securing
Indebtedness and other obligations in an aggregate principal amount not to
exceed $50,000,000.

            13.4 Disposition of Property. Dispose of any property, whether now
owned or hereafter acquired, except:

            (a) the sale of inventory in the ordinary course of business; the
      Disposition of obsolete or worn-out property in the ordinary course of
      business; and the Disposition in the ordinary course of business of
      property no longer useful in the business of the U.S. Borrower and its
      Subsidiaries;

            (b) the Disposition of all or any portion of the Interiors Business
      at fair market value;

            (c) (i) the sale of receivables and customary related assets in
      connection with a Receivables Financing Transaction with respect to
      receivables of the U.S. Borrower and its Domestic Subsidiaries ("Domestic
      Receivables Program") and (ii) and the sale of receivables and customary
      related assets in connection with a Receivables Financing Transaction or
      pursuant to factoring programs, in each case on customary market terms for
      such transactions and with respect to receivables of the Foreign
      Subsidiaries ("Foreign Receivables Program");

            (d) the Disposition of cash and Cash Equivalents in the ordinary
      course of business;

            (e) the U.S. Borrower or any Subsidiary may Dispose of its assets or
      property to the U.S. Borrower or any other Subsidiary;

            (f) the U.S. Borrower or any Subsidiary may enter into operating
      leases as lessor in the ordinary course of business;

            (g) the U.S. Borrower or any Subsidiary may enter into assignments
      and licenses of intellectual property in the ordinary course of business;




                                                                             95

            (h) the U.S. Borrower or any Subsidiary may Dispose of assets or
      property acquired with an intention to Dispose of such assets or property
      to a joint venture as long as such Disposition occurs within 360 days of
      the acquisition of such assets or property; and

            (i) the Disposition of other property having an aggregate fair
      market value not to exceed (i) in any fiscal year of the U.S. Borrower, an
      amount equal to 10% of Consolidated Assets on the last date of the
      immediately preceding fiscal year and (ii) from and after the Restatement
      Date, an amount equal to 25% of Consolidated Assets on December 31, 2005;
      provided, however, to the extent that the Net Cash Proceeds of any
      Disposition that are not required to be used to prepay the Loans pursuant
      to Section 9.4(i) are used to acquire or repair assets in the time period
      prescribed by Section 9.4(i), and if the U.S. Borrower or such Subsidiary
      has complied with the provisions of Section 12.7 with respect to any
      assets acquired or repaired with such reinvested proceeds, such
      Disposition shall be disregarded for purposes of calculations pursuant to
      this Section 13.4 (and shall otherwise be deemed to be permitted under
      this Section 13.4) to the extent of the reinvested proceeds, from and
      after the date of such reinvestment.

            13.5 Restricted Payments. Declare or pay any dividend (other than
dividends payable solely in common stock of the U.S. Borrower) on, or make any
payment on account of, or set apart assets for a sinking or other analogous fund
for, the purchase, redemption, defeasance, retirement or other acquisition of,
any Capital Stock of the U.S. Borrower, whether now or hereafter outstanding, or
make any other distribution in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of the Borrower or any of its
Subsidiaries (collectively, "Restricted Payments"), except that as long as no
Default or Event of Default has occurred and is continuing or would result
therefrom the U.S. Borrower may make Restricted Payments in an aggregate amount
not to exceed (a) $25,000,000 during the period from and including the
Restatement Date to and including December 31, 2006 and (b)(i) $40,000,000 in
any fiscal year beginning with fiscal year 2007 plus (ii) on and after January
1, 2008, 50% of Consolidated Net Income of the U.S. Borrower and its
Subsidiaries accrued during the period (treated as one accounting period) from
January 1, 2007 to the end of the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 12.1 plus (iii) 100% of the
Net Cash Proceeds from the issuance and sale after the Restatement Date of
common stock of the U.S. Borrower or other Capital Stock of the U.S. Borrower
approved by the General Administrative Agent plus (iv) amounts required to be
expended by the U.S. Borrower to make mandatory purchases of its Capital Stock
pursuant to employee benefit plans. Notwithstanding the foregoing, (x) the
cashless exercise of stock options granted pursuant to any employee benefit plan
shall not be construed as a Restricted Payment and (y) the U.S. Borrower may
make any such permitted Restricted Payment within 60 days after the date of
declaration thereof if at such date of declaration such Restricted Payment would
have complied with this Section 13.5.

            13.6 Negative Pledge Clauses. Enter into or suffer to exist or
become effective any agreement with respect to any Public Indebtedness or any
Specified Private Indebtedness that prohibits or limits (other than a limitation
on the maximum principal amount of obligations that may be secured at any time,
so long as such limitation is not less than the sum of the Commitments then in
effect and the then-outstanding aggregate principal amount of the Term Loans)
the ability of the U.S. Borrower or any of its Domestic Subsidiaries to create,
incur, assume or suffer to exist any Lien upon any of its property (including
Capital Stock) or revenues, whether now owned or hereafter acquired, to secure
its obligations under the Loan Documents to which it is a party or any
amendment, restatement or refinancing thereof other than (a) this Agreement and
the other Loan Documents, (b) any agreements governing any purchase money Liens
or Capital Lease Obligations otherwise permitted hereby (in which case, any
prohibition or limitation shall only be effective against the assets financed
thereby), (c) the Existing Public Indentures as



                                                                              96

in effect on the Restatement Date and (d) any agreements governing any
Receivable Financing Transaction (in which case, any prohibition or limitation
shall only be effective against the assets conveyed thereunder).

            13.7 Indebtedness. Create, incur or suffer to exist any Public
Indebtedness (other than the Existing Public Indentures) or Specified Private
Indebtedness of the U.S. Borrower (or Guarantee Obligation of the U.S. Borrower
in respect thereof) in a single transaction or series of related transactions in
an aggregate principal amount of $75,000,000 or more unless such Indebtedness
does not require any scheduled or mandatory (other than customary provisions
that would apply in a public high yield debt securities financing, including
without limitation upon change of control, asset sales and acceleration)
principal payments, prepayments, redemptions or purchases prior to June 30,
2012.

            13.8 Incorporation of Certain Covenants. If at any time any
financial maintenance covenant, operating covenant (other than an incurrence
covenant) or event of default in any agreement governing existing Specified
Private Indebtedness of the U.S. Borrower or any of its wholly-owned
Subsidiaries is more restrictive than this Agreement and the General
Administrative Agent requests in writing incorporation of such financial
covenant, operating covenant or event of default, such financial covenant,
operating covenant or event of default as set forth from time to time in such
agreement shall be deemed to be incorporated in this Agreement for the benefit
of the Secured Parties (and the U.S. Borrower agrees to notify the General
Administrative Agent of the terms of such covenants and events of default upon
the effectiveness of or amendment from time to time of any such agreement
governing Specified Private Indebtedness and upon any existing Indebtedness
becoming Specified Private Indebtedness). It is understood and agreed that, with
respect to any agreement governing Specified Private Indebtedness, at any time
the aggregate principal amount outstanding thereunder and the commitments
thereunder are less than $75,000,000, this covenant shall cease to apply with
respect to such agreement.

            13.9 Restructurings. Except in the ordinary course of business,
enter into or consummate any corporate or similar reorganization, whether in a
single transaction or in a series of related transactions, which, in the
judgment of the U.S. Borrower, would materially reduce the value of the
Collateral (taken as a whole) to the Lenders; it being understood that any
Disposition of assets to, or a merger, consolidation or liquidation with or
into, a Non-Guarantor Pledged Entity (as hereinafter defined) or another
Subsidiary which is a direct or indirect Subsidiary of a Non-Guarantor Pledged
Entity shall not be construed as reducing the value of the Collateral. For
purposes of this Section 13.9, a "Non-Guarantor Pledged Entity" shall mean a
Subsidiary which is not a Guarantor but the Capital Stock of which is pledged
pursuant to the Security Documents.

            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



                                                                              97

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.

            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



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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 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,



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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
      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, any Security Document 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



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      and of the same effect and priority purported to be created thereby, or
      the U.S. Borrower or any other Loan Party shall so assert, 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

            (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;



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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
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 AGENTS, THE
                        SYNDICATION AGENTS, THE SENIOR



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                        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.

            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



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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 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



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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.

            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 Agents, Senior Managing
Agents, Managing Agents and Co-Agents. Each Lender, the Documentation Agents,
each Syndication Agent,



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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.

            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 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.



                                                                             106

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, 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



                                                                             107

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

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:  Alice Telles
                                          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




                                                                             108

                                       
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

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

                                          JPMorgan Chase Bank, N.A.
                                          Loan and Agency Services Group
                                          1111 Fannin, 10th Floor
                                          Houston, TX, 77002
                                          Attention:  Alice Telles
                                          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



                                                                             109

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 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, (c) to pay,
indemnify, and hold each Lender and each Administrative Agent and their
respective directors, trustees, 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 (and their respective affiliates, trustees, officers,
directors, employees, advisors and agents) 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,



                                                                             110

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 and in accordance with
applicable law, at any time sell to one or more banks or other entities
("Participants") 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 17.7 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 and in accordance with
applicable law, at any time and from time to time assign, 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



                                                                             111

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 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 other than a Lender, an affiliate of a Lender or
an Approved Fund, 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 (provided that such minimum assignment
amounts shall be aggregated in respect of each Lender and its Affiliates or
Approved Funds, if any), (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, (vii) with respect to an assignment of Term Loans, no
consent of any Issuing Lender, the Canadian Administrative Agent, the Swing Line
Dollar Lender or the Swing Line Multicurrency Lender shall be required, and
(viii) with respect to an assignment of Term Loans to any Lender, any Affiliate
thereof or an Approved Fund, no consent of the Borrower or the General
Administrative Agent 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



                                                                             112

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
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 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.



                                                                             113

            (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 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



                                                                             114

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 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



                                                                             115

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 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



                                                                             116

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 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.



                                                                             117

            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 one or more Loan Parties (or any Subsidiary of a Loan Party whose
Capital Stock is pledged pursuant to the Security Documents) 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.

            (b) 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 any Loan Party
proposes to sell or otherwise dispose of all of any Subsidiary whose stock is
pledged pursuant to a Security Document or which is a Subsidiary Guarantor, and
such disposition is permitted by this Agreement (including in connection with
any permitted corporate or similar reorganization or restructuring), 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 or otherwise disposed of
such Subsidiary and to release such Subsidiary Guarantor from its obligations
under the Security Documents; provided, that such Subsidiary shall have been, or
shall simultaneously be, released from all Bond Guarantees.

            (c) With respect to any property not described in the proceeding
clause (b), the Lenders hereby agree with the U.S. Borrower, and hereby instruct
the General Administrative Agent, that if the U.S. Borrower or any of its
Subsidiaries shall sell or otherwise Dispose of any such property constituting
Collateral (including in connection with any permitted corporate or similar
reorganization or restructuring), 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 such Collateral.

            (d) In connection with any release of guarantees in accordance with
subsection 17.17, upon the request of the U.S. Borrower, the General
Administrative Agent shall take whatever reasonable steps are necessary to
coordinate the simultaneous release of the guarantees hereunder with the Bond
Guarantees.

            (e) The Secured Parties and the Lenders authorize the General
Administrative Agent (i) to take any action requested by the U.S. Borrower to
release or subordinate any Lien created by the



                                                                             118

Security Agreement on any property (and the proceeds thereof) financed by a
purchase money Lien or Financing Lease permitted by this Agreement to the extent
the agreements governing such Lien or Financing Lease prohibit the first
priority Lien on such property (and the proceeds thereof) created by the
Security Agreement and (ii) to release the security interest in any Collateral
to the extent that a Security Document authorizes or permits the release of the
security interest created by such Security Document in such Collateral.

            (f) Amounts in the Collateral Account shall be released as set forth
in the Collateral Account Agreement, and amounts in the 2008/2009 Collateral
Account shall be released as set forth in the 2008/2009 Collateral Account
Agreement.

            (g) The Secured Parties and the Lenders authorize the General
Administrative Agent (i) to release the security interest granted to the General
Administrative Agent (for the benefit of the Secured Parties) pursuant to the
Security Documents in the Capital Stock of Lear Automotive (EEDS) Spain S.L. and
Lear Corporation Mexico, S.A. de C.V. and (ii) 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 such security interest in the such Capital Stock.

            (h) Notwithstanding anything contained in subsection 17.1 to the
contrary, the consent of all of the Lenders shall be required for the release of
all or substantially all of the Collateral.

            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



                                                                             119

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 or any pledgee
referred to in Section 17.6(g); provided that such Transferee or pledgee 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.

            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.

            17.22 Amendment and Restatement. This Agreement and the other Loan
Documents amend and restate the Existing Credit Agreement and the Loan Documents
referred to therein. All indebtedness, obligations and Liens created by the
Existing Credit Agreement and the Loan Documents referred to therein remain
outstanding and in effect and are continued by this Agreement and the other Loan
Documents with such modifications as are set forth herein and therein.

            17.23 Existing Public Indentures. This Agreement and the other Loan
Documents constitute Senior Credit Facilities and Principal Credit Facilities as
such terms are defined in the Existing Public Indentures. This Agreement and the
other Loan Documents amend, restate and renew the Existing Credit Agreement and
the Loan Documents referred to therein.

            17.24 Limitation on Secured Amount. Notwithstanding anything to the
contrary contained herein or in any other Loan Document, the Agents and the
Lenders agree that for so long as the Existing Public Indentures remain in
effect, the maximum principal amount of the Obligations (as defined in the
Security Agreement) that is secured by the Collateral (other than capital stock
of "Subsidiaries" (as such term is defined in the Existing Public Indentures) of
the U.S. Borrower and the proceeds thereof) shall not at any time exceed the
maximum amount that may be secured by the Collateral at such time without
creating a requirement under Section 4.07 of each of the Existing Public
Indentures to cause the securities outstanding under any such Indenture to be
equally and ratably secured by such Collateral. For



                                                                             120

avoidance of doubt, (a) "Obligations" as used in the preceding sentence shall
not apply to Hedging Agreement Obligations and guarantees thereof and (b) the
Agents and the Lenders understand that, among other exceptions, the Lien basket
set forth in clause (vii) of Section 4.07 of the Existing Public Indentures will
be available to secure the Obligations (as defined in the Security Agreement)
except to the extent such basket is utilized as permitted by Section 13.3(c).

            17.25 General Administrative Agent's Discretion in Dealing with
Collateral. Notwithstanding anything to the contrary elsewhere in the Loan
Documents, the General Administrative Agent shall have full and complete
authority and discretion (a) to determine the order in which it shall exercise
remedies against any of the Collateral and (b) to alter the order set forth
herein or in any other Security Document of the application to the Obligations
of any proceeds realized upon the exercise of any such remedies in respect of
the Collateral (including to provide for the holding of any such proceeds in any
collateral account pending the consummation of any realization of or upon any
other Collateral) as it shall determine, in each case with the objective of
assuring that the ultimate realizations by the Lenders (and their Affiliates) on
account of all the Collateral are as ratable as is reasonably practicable.


          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/ Daniel A. Ninivaggi
                                            ------------------------------------
                                        Name: Daniel A. Ninivaggi
                                        Title: Authorized Signatory


                                        LEAR CANADA


                                        By: /s/ Bruce G. Francis
                                            ------------------------------------
                                        Name: Bruce G. Francis
                                        Title: Authorized Signatory


                                        LEAR CORPORATION SWEDEN AB


                                        By: /s/ Paul R. Jefferson
                                            ------------------------------------
                                        Name: Paul R. Jefferson
                                        Title: Authorized Signatory


                                        LEAR FINANCIAL SERVICES (NETHERLANDS)
                                        B.V.


                                        By: /s/ Paul R. Jefferson
                                            ------------------------------------
                                        Name: Paul R. Jefferson
                                        Title: Authorized Signatory


                                        LEAR CORPORATION (UK) LIMITED


                                        By: /s/ Paul R. Jefferson
                                            ------------------------------------
                                        Name: Paul R. Jefferson
                                        Title: Authorized Signatory


                                        LEAR CORPORATION MEXICO, S.A. DE C.V.


                                        By: /s/ Daniel A. Ninivaggi
                                            ------------------------------------
                                        Name: Daniel A. Ninivaggi
                                        Title: Authorized Signatory

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



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


                                        By: /s/ Richard W. Duker
                                            ------------------------------------
                                        Name: Richard W. Duker
                                        Title: Managing Director

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        CITIBANK, N.A., as Documentation Agent
                                        and a U.S. Lender for Revolving Credit
                                        Facility and as Syndication Agent for
                                        Term Facility


                                        By: /s/ Brian Ike
                                            ------------------------------------
                                        Name: Brian Ike
                                        Title: Director

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        Deutsche Bank AG New York Branch


                                        By: /s/ Keith C. Braun
                                            ------------------------------------
                                        Name: Keith C. Braun
                                        Title: Director


                                        By: /s/ David J. Ben
                                            ------------------------------------
                                        Name: David J. Ben
                                        Title: Director

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



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


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


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

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        Bank of America, N.A.
                                        (Name of Lender)


                                        By: /s/ David Catherall
                                            ------------------------------------
                                        Name: David Catherall
                                        Title: Vice President

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        (Name of Lender) ABN AMRO Bank N.V.


                                        By: /s/ Pradeep Bhatia
                                            ------------------------------------
                                        Name: Pradeep Bhatia
                                        Title: Vice President


                                        By: /s/ Gina Brusatori
                                            ------------------------------------
                                        Name: Gina Brusatori
                                        Title: Managing Director

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        Bank of China, New York Branch
                                        (Name of Lender)


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

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        Bank of Tokyo-Mitsubishi UFJ
                                        Trust Company


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

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        BAYERISCHE HYPO-UND VEREINSBANK AG,
                                        New York Branch


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


                                        By: /s/ Shannon Batchman
                                            ------------------------------------
                                        Name: Shannon Batchman
                                        Title: Director

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        BNP Paribus


                                        By: /s/ Andrew Strait
                                            ------------------------------------
                                        Name: Andrew Strait
                                        Title: Managing Director


                                        By: /s/ Chris Grumboski
                                            ------------------------------------
                                        Name: Chris Grumboski
                                        Title: Director

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        The Bank of New York
                                        (Name of Lender)


                                        By: /s/ Kevin Higgins
                                            ------------------------------------
                                        Name: Kevin Higgins
                                        Title: Vice President

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        Calyon New York Branch


                                        By: /s/ Corey Billups
                                            ------------------------------------
                                        Name: Corey Billups
                                        Title: Director


                                        By: /s/ Blake Wright
                                            ------------------------------------
                                        Name: Blake Wright
                                        Title: Managing Director

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        ----------------------------------------
                                        (Name of Lender)


                                        By: /s/ Tamara Miller
                                            ------------------------------------
                                        Name: Tamara Miller
                                        Title: Vice President
                                               Comerica Bank

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        CREDIT SUISSE, CAYMAN ISLANDS BRANCH


                                        By: /s/ Mark E. Gleason
                                            ------------------------------------
                                        Name: Mark E. Gleason
                                        Title: Director


                                        By: /s/ Mikhail Faybusovich
                                            ------------------------------------
                                        Name: Mikhail Faybusovich
                                        Title: Associate

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        (Fifth Third Bank, A Michigan Banking
                                        Corporation)


                                        By: /s/ Michael Blackburn
                                            ------------------------------------
                                        Name: Michael Blackburn
                                        Title: Vice President

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        GOLDMAN SACHS CREDIT PARTNERS, L.P.
                                        (Name of Lender)


                                        By: /s/ Pedro Ramirez
                                            ------------------------------------
                                        Name: Pedro Ramirez
                                        Title: Authorized Signatory

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        HSBC Bank USA, National Association
                                        (Name of Lender)


                                        By: /s/ Christopher Samms
                                            ------------------------------------
                                        Name: Christopher Samms
                                        Title: Senior Vice President,
                                               Officer #9426

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        MERRILL LYNCH BANK USA


                                        By: /s/ David Millett
                                            ------------------------------------
                                        Name: David Millett
                                        Title: Vice President

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        Mizuho Corporate Bank, Ltd.
                                        (Name of Lender)


                                        By: /s/ Robert Gallagher
                                            ------------------------------------
                                        Name: Robert Gallagher
                                        Title: Senior Vice President

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        The Northern Trust Company


                                        By: /s/ Karen Dahl
                                            ------------------------------------
                                        Name: Karen Dahl
                                        Title: Vice President

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        The Royal Bank of Scotland plc


                                        By: /s/ Frank Guerra
                                            ------------------------------------
                                        Name: Frank Guerra
                                        Title: Managing Director

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        Skandinaviska Enskilda Banken AB (publ)
                                        (Name of Lender)


                                        By: /s/ Michael I. Dicks
                                            ------------------------------------
                                        Name: Michael I. Dicks
                                        Title:
                                               ---------------------------------


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name: Illegible
                                        Title:
                                               ---------------------------------

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement



                                        SUNTRUST BANK, as a Lender


                                        By: /s/ Douglas O'Bryan
                                            ------------------------------------
                                        Name: Douglas O'Bryan
                                        Title: Vice President

         Signature page to Lear Corporation Amended and Restated Credit
                             and Guarantee Agreement

Exhibit 99.1

FOR IMMEDIATE RELEASE

		Investor Relations:
		Mel Stephens
		(248) 447-1624
		Media:
		Andrea Puchalsky
		(248) 447-1651

Lear Completes $1.0 Billion Financing Transaction

     Southfield, Mich., April 25, 2006 — Lear Corporation [NYSE: LEA] today announced that it has successfully completed a $1.0 billion term loan facility, the proceeds of which will be used to refinance upcoming debt maturities. The term loan facility will mature in April 2012 and is in addition to the Company’s currently existing $1.7 billion revolving credit facility.

     “The new credit facility addresses Lear’s 2007 debt maturities and a portion of our 2008/2009 debt maturities,” said Bob Rossiter, Lear’s chairman and chief executive officer. “By addressing those debt maturities early, investors can be assured that the Company is focused on improving our longer-term operating performance.”

     In connection with the new term loan facility, the Company amended and restated its prior credit facility to, among other things, provide additional collateral for both the Company’s existing revolving credit facility and the new term facility, increase the interest rates applicable to the revolving credit facility and modify the financial covenants to provide additional flexibility.

     Lear Corporation is one of the world’s largest suppliers of automotive interior systems and components. Lear provides complete seat systems, electronic products and electrical distribution systems and other interior products. With annual net sales of $17.1 billion, Lear ranks #127 among the Fortune 500. The Company’s world-class products are designed, engineered and manufactured by a diverse team of 115,000 employees at 282 locations in 34 countries. Lear’s headquarters are in Southfield, Michigan, and Lear is traded on the New York Stock Exchange under the symbol [LEA]. Further information about Lear is available on the Internet at http://www.lear.com.

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