CREDIT AGREEMENT

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

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                                CREDIT AGREEMENT

                                      Among

                             CSA ACQUISITION CORP.,

                        COOPER-STANDARD AUTOMOTIVE INC.,

                   COOPER-STANDARD AUTOMOTIVE CANADA LIMITED,

                          VARIOUS LENDING INSTITUTIONS,

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                            as Administrative Agent,

                          LEHMAN COMMERCIAL PAPER INC.,
                              as Syndication Agent,

                                       and

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
                UBS SECURITIES LLC, and THE BANK OF NOVA SCOTIA,
                           as Co-Documentation Agents

                          Dated as of December 23, 2004

                                   ----------

                         DEUTSCHE BANK SECURITIES INC.,
                                       and
                              LEHMAN BROTHERS INC.,
                    as Joint Lead Arrangers and Book Runners

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          CREDIT AGREEMENT, dated as of December 23, 2004, among CSA ACQUISITION
CORP., a Delaware corporation ("Holdings"), COOPER-STANDARD AUTOMOTIVE INC., an
Ohio corporation (the "U.S. Borrower"), COOPER-STANDARD AUTOMOTIVE CANADA
LIMITED, a corporation organized under the laws of Ontario (the "Canadian
Borrower" and, together with the U.S. Borrower, the "Borrowers"), the Lenders
from time to time party hereto, the Administrative Agent, LEHMAN COMMERCIAL
PAPER INC., as Syndication Agent (in such capacity, the "Syndication Agent",
GOLDMAN SACHS CREDIT PARTNERS, L.P., UBS SECURITIES LLC and THE BANK OF NOVA
SCOTIA, as Co-Documentation Agents (in such capacity, each, a "Co-Documentation
Agent" and, collectively, the "Co-Documentation Agents"), and DEUTSCHE BANK
SECURITIES INC. and LEHMAN BROTHERS INC., as Joint Lead Arrangers and Book
Runners (in such capacity, each a "Joint Lead Arranger" and, collectively, the
"Joint Lead Arrangers"). Unless otherwise defined herein, all capitalized terms
used herein and defined in Section 11 are used herein as so defined.

                                   WITNESSETH:

          WHEREAS, subject to and upon the terms and conditions herein set
forth, the Lenders are willing to make available to the Borrowers on a several
(but not joint) basis the credit facilities provided for herein;

          NOW, THEREFORE, IT IS AGREED:

          SECTION 1. Definitions. As used herein, the following terms shall have
the meanings herein specified unless the context otherwise requires. Defined
terms in this Agreement shall include in the singular number the plural and in
the plural the singular:

          "Account Party" shall mean (x) in the case of each Dollar Facility
Letter of Credit, the U.S. Borrower and (y) in the case of each Multicurrency
Facility Letter of Credit, the Canadian Borrower.

          "Acquisition" shall mean, collectively, the acquisition by Holdings
from the Sellers of all Equity Interests in the U.S. Borrower, its Subsidiaries
and certain of its Affiliates, all as contemplated by the Acquisition Agreement
and the other Acquisition Documents.

          "Acquisition Agreement" shall mean the Stock Purchase Agreement, dated
as of September 16, 2004, among Holdings and the Seller (including the schedules
and exhibits thereto), as amended by the First Amendment, dated as of December
3, 2004, and as the same may be further amended, modified and/or supplemented
from time to time in accordance with the terms hereof and thereof.

          "Acquisition Documents" shall mean the Acquisition Agreement and all
other material documents, instruments and agreements entered into in connection
with the Acquisition and all schedules, exhibits and annexes to each of the
foregoing, in each case as the same may be amended, modified and/or supplemented
from time to time in accordance with the terms hereof and thereof.

          "Additional Collateral" shall mean all property (whether real or
personal) in which security interests are granted (or have been purported to be
granted) (and continue to be in effect at the time of determination) pursuant to
Sections 9.12 and 9.13.



          "Additional Security Documents" shall have the meaning provided in
Section 9.13.

          "Additional Senior Subordinated Notes" means any senior subordinated
notes issued by the U.S. Borrower after the Initial Borrowing Date, and the
Indebtedness represented thereby, provided that (a) such senior subordinated
notes (i) shall not provide for guarantors, obligors or security in addition to
those which apply to the Senior Subordinated Notes, (ii) shall not have a
maturity date that is earlier than the date occurring 180 days after the Tranche
C Term Loan Maturity Date, or provide for any amortization, sinking fund or
other scheduled payments (other than regularly scheduled interest payments)
prior to the date occurring 180 days after the Tranche C Term Loan Maturity
Date, and (iii) shall be subordinated to the Obligations on terms not less
favorable to the Lenders than the terms in respect of the Senior Subordinated
Notes and (b) all other terms (excluding interest rates and redemption premiums)
of such senior subordinated notes shall not be materially less favorable to the
Lenders than those existing with respect to the Senior Subordinated Notes, in
each case as the same may be amended, modified and/or supplemented from time to
time in accordance with the terms hereof and thereof. As used herein, the term
"Additional Senior Subordinated Notes" shall include any Exchange Additional
Senior Subordinated Notes issued pursuant to the respective Additional Senior
Subordinated Notes Indenture in exchange for theretofore outstanding Additional
Senior Subordinated Notes as contemplated by the definition of Exchange Senior
Notes.

          "Additional Senior Subordinated Notes Documents" shall mean the
Additional Senior Subordinated Notes, each Additional Senior Subordinated Notes
Indenture and the other documents and instruments entered into in connection
with an issuance of Additional Senior Subordinated Notes, in each case as the
same may be amended, modified and/or supplemented from time to time in
accordance with the terms hereof and thereof.

          "Additional Senior Subordinated Notes Indenture" shall mean any
indenture pursuant to which Additional Senior Subordinated Notes may be issued,
as the same may be amended, modified and/or supplemented from time to time in
accordance with the terms hereof and thereof.

          "Adjustable Applicable Margins" shall have the meaning provided in the
definition of Applicable Margin.

          "Administrative Agent" shall mean Deutsche Bank Trust Company Americas
and shall include any successor to the Administrative Agent appointed pursuant
to Section 12.10; provided that as used herein and in the other Credit
Documents, for purposes of actions to be taken hereunder, notices to be received
or given and payments to be received or made in respect of Tranche A Term Loans,
Canadian Dollar Denominated Incremental Term Loans and all borrowings under, and
issuances of Letters of Credit pursuant to, the Multicurrency Facility Revolving
Loan Commitment, the term "Administrative Agent" shall mean the Canadian
Sub-Agent.

          "Affiliate" means, with respect to a specified Person, any other
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.
Neither any Agent nor any Lender shall be deemed to be an Affiliate of Holdings
or any of its Subsidiaries solely by virtue of being a party to this Agreement.

          "Agent" shall mean the Administrative Agent, the Collateral Agent, the
Syndication Agent and each Co-Documentation Agent and shall include any
successor to any such Person appointed pursuant to Section 12.10.


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          "Aggregate Dollar Facility RL Exposure" shall mean, at any time, the
sum of (i) the aggregate principal amount of all Dollar Facility Revolving Loans
then outstanding, (ii) the aggregate amount of all Dollar Facility Letter of
Credit Outstandings at such time and (iii) the aggregate principal amount of all
Swingline Loans then outstanding.

          "Aggregate Multicurrency Facility RL Exposure" shall mean, at any
time, the sum of (i) the aggregate principal amount, or Face Amount, as
applicable, of all Multicurrency Facility Revolving Loans outstanding at such
time (for this purpose, using the U.S. Dollar Equivalent of the principal amount
or Face Amount, as the case may be, of any Canadian Dollar Denominated Revolving
Loans), and (ii) the aggregate amount of all Multicurrency Facility Letter of
Credit Outstandings (using the U.S. Dollar Equivalent of all amounts expressed
in Canadian Dollars) at such time.

          "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated (including any amendment and restatement
hereof), extended, renewed, refinanced or replaced from time to time.

          "Applicable Currency" shall mean (i) with respect to any Loan, the
Available Currency in which such Loan was incurred and (ii) with respect to any
Letter of Credit, the Available Currency in which such Letter of Credit was
denominated; provided that in the event Loans maintained in, or Unpaid Drawings
owed in, Canadian Dollars are converted into Loans maintained, or Unpaid
Drawings owing, as the case may be, in U.S. Dollars under the circumstances
contemplated by Section 2.14, the Applicable Currency with respect to such Loans
and Unpaid Drawings shall be U.S. Dollars.

          "Applicable Increased Term Loan Rate" shall mean, at any time, (A)
with respect to any newly-created Tranche of Incremental Term Loans (other than
Canadian Dollar Denominated Incremental Term Loans), the rate per annum
(expressed as a percentage) determined by the Administrative Agent (and notified
to the Lenders) as the rate per annum required to equalize the interest rates
applicable to each then existing Tranche of Term Loans (other than Tranche A
Term Loans and Canadian Dollar Denominated Incremental Term Loans) and such
Tranche of Incremental Term Loans and (B) with respect to any newly-created
Tranche of Canadian Dollar Denominated Incremental Term Loans, the rate per
annum (expressed as a percentage) determined by the Administrative Agent (and
notified to the Lenders) as the rate per annum required to equalize the interest
rates applicable to the Tranche A Term Loans and each other then existing
Tranche of Canadian Dollar Denominated Incremental Term Loans, on the one hand,
and such Tranche of Canadian Dollar Denominated Incremental Term Loans, on the
other hand. Each determination of the "Applicable Increased Term Loan Rate"
shall be made by the Administrative Agent taking into account the relevant
factors outlined in subclause (II) of the proviso to clause (viii) of Section
2.15(a) and shall be conclusive and binding on all Lenders absent manifest
error.

          "Applicable Margin" shall mean initially a percentage per annum equal
to (i) in the case of (x) Tranche A Term Loans maintained as (A) Canadian Prime
Rate Loans, 1.50% and (B) Bankers' Acceptance Loans, 2.50% (or, on and after the
date of the most recent incurrence of any Tranche of Canadian Dollar Denominated
Incremental Term Loans bearing interest at the Applicable Increased Term Loan
Rate, the Applicable Increased Term Loan Rate for such Tranche of Canadian
Dollar Denominated Incremental Term Loans) and (y) Tranche B Term Loans and
Tranche C Term Loans maintained as (A) Base Rate Loans, 1.00% and (B) Eurodollar
Loans, 2.00% (or, on and after the date of the most recent incurrence of any
Tranche of Incremental Term Loans (other than


                                       -3-



Canadian Dollar Denominated Incremental Term Loans) bearing interest at the
Applicable Increased Term Loan Rate, the Applicable Increased Term Loan Rate for
such Tranche of Incremental Term Loans); (ii) in the case of Revolving Loans
maintained as (A) Base Rate Loans or Canadian Prime Rate Loans, 1.50% and (B)
Eurodollar Loans or Banker's Acceptance Loans, 2.50%; (iii) in the case of
Swingline Loans, 1.50%; and (iv) in the case of any Type of Incremental Term
Loan of a given Tranche, that percentage per annum set forth in, or calculated
in accordance with, Section 2.15 and the relevant Incremental Term Loan
Commitment Agreement (or (I) in the case of Canadian Dollar Denominated
Incremental Term Loans of a given Tranche, on and after the date of the most
recent incurrence of any Tranche of Canadian Dollar Denominated Incremental Term
Loans bearing interest at the Applicable Increased Term Loan Rate, the
Applicable Increased Term Loan Rate for such Tranche of Canadian Dollar
Denominated Incremental Term Loans and (II) in the case of Incremental Term
Loans of a given Tranche (other than Canadian Dollar Denominated Incremental
Term Loans), on and after the date of the most recent incurrence of any Tranche
of Incremental Term Loans (other than Canadian Dollar Denominated Incremental
Term Loans) bearing interest at the Applicable Increased Term Loan Rate, the
Applicable Increased Term Loan Rate for such Tranche of Incremental Term Loans).
From and after each day of delivery on or after the Effective Date of any
certificate delivered in accordance with the first sentence of the following
paragraph indicating an entitlement to a different margin for a given eligible
Tranche of Loans (other than Term Loans) from that described in the immediately
preceding sentence (each, a "Start Date") to and including the applicable End
Date described below, the Applicable Margins for such eligible Tranche of Loans
(hereinafter, the "Adjustable Applicable Margins") shall be those set forth
below opposite the Leverage Ratio indicated to have been achieved in any
certificate delivered in accordance with the following sentence:

                                                          Multicurrency Facility
                               Multicurrency Facility     Revolving Loan, Dollar
                             Revolving Loan and Dollar   Facility Revolving Loan
                              Facility Revolving Loan    and Swingline Loan Base
                               Eurodollar Margin and     Rate and Canadian Prime
Leverage Ratio                      Drawing Fee                Rate Margin
--------------               -------------------------   -----------------------
Less than 3.50 to 1.00 but
equal to or greater than
3.00 to 1.00                           2.25%                      1.25%

Less than 3.00 to 1.00                 2.00%                      1.00%

          The Leverage Ratio used in a determination of the Adjustable
Applicable Margins for a given eligible Tranche of Loans shall be determined
based on the delivery of a certificate of the U.S. Borrower by an Authorized
Officer to the Administrative Agent (with a copy to be sent by the
Administrative Agent to each Lender), within 45 days of the last day of any
Fiscal Quarter (each such certificate, a "Quarterly Pricing Certificate"), which
certificate shall set forth the calculation of the Leverage Ratio as at the last
day of the period of four consecutive Fiscal Quarters ended immediately prior to
the relevant Start Date (but determined on a Pro Forma Basis solely to give
effect to all Permitted Acquisitions, Asset Dispositions, Incremental Extensions
of Credit and issuances of Additional Senior Subordinated Notes consummated on
or prior to the date of delivery of such certificate and any Indebtedness
incurred, assumed or permanently repaid in connection therewith) and the
Adjustable Applicable Margins for such eligible Tranche of Loans which shall be
thereafter applicable (until same are changed or cease to apply in accordance
with the following


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sentences). The Adjustable Applicable Margins for each eligible Tranche of Loans
as so determined shall apply, except as set forth in the succeeding sentence,
from the relevant Start Date to the earlier of (x) the date on which the next
certificate is delivered to the Administrative Agent or (y) the date which is 45
days following the last day of the period of four consecutive Fiscal Quarters in
which the previous Start Date occurred (such earlier date, the "End Date"), at
which time, if no certificate has been delivered to the Administrative Agent
indicating an entitlement to new Adjustable Applicable Margins for the
respective eligible Tranche of Loans (and thus commencing a new Start Date), the
Adjustable Applicable Margins for such Tranche of Loans shall be those set forth
in the first sentence of this definition (such Adjustable Applicable Margins as
so determined, the "Highest Adjustable Applicable Margins"). Notwithstanding
anything to the contrary contained above in this definition, the Adjustable
Applicable Margins shall be the Highest Adjustable Applicable Margins at all
times (x) during which there shall exist any Event of Default under clauses (a),
(b), (h), (i) or (j) of Section 11 and (y) prior to the date of delivery of the
financial statements pursuant to Section 9.01(c) for the 2nd Fiscal Quarter of
Fiscal Year 2005.

          "Applicable Prepayment Percentage" shall mean, at any time, 50%;
provided that if at any time the Leverage Ratio is (i) less than 3.25:1.00 (as
set forth in an officer's certificate delivered pursuant to Section 9.01(c) for
the Fiscal Quarter or Fiscal Year then last ended), the Applicable Prepayment
Percentage shall instead be 25% and (ii) less than 2.50:1.00 (as set forth in an
officer's certificate delivered pursuant to Section 9.01(c) for the Fiscal
Quarter or Fiscal Year then last ended), the Applicable Prepayment Percentage
shall instead be 0%.

          "Asset Disposition" means any disposition of assets of the U.S.
Borrower or any of its Subsidiaries outside the ordinary course of business that
is permitted under Section 10.05.

          "Asset Sale" shall mean any sale, transfer or other disposition by
Holdings or any of its Subsidiaries to any Person other than the U.S. Borrower
or any Wholly-Owned Subsidiary of the U.S. Borrower of any asset or property
(including, without limitation, any capital stock or other securities of, or
other Equity Interests in, another Person) of Holdings or such Subsidiary other
than the disposition described in clauses (a) through (g) and clauses (i) and
(j) of Section 10.05.

          "Assignment and Assumption Agreement" shall mean the Assignment and
Assumption Agreement substantially in the form of Exhibit K (appropriately
completed).

          "Authorized Officer" shall mean, with respect to (i) delivering
Notices of Borrowing, Notices of Conversion/Continuation, Letter of Credit
Requests and similar notices, any person or persons that has or have been
authorized by the board of directors of either Borrower to deliver such notices
pursuant to this Agreement and that has or have appropriate signature cards on
file with the Administrative Agent, the Swingline Lender and the respective
Issuing Lender; (ii) delivering financial information and officer's certificates
pursuant to this Agreement, the chief financial officer, principal accounting
officer, any treasurer, any controller or (except in the case of financial
matters) the general counsel of Holdings or the U.S. Borrower; and (iii) any
other matter in connection with this Agreement or any other Credit Document, any
officer (or a person or persons so designated by any two officers) of Holdings
or the U.S. Borrower.

          "Available Currency" shall mean (i) with respect to Tranche A Term
Loans, Canadian Dollars, (ii) with respect to Tranche B Term Loans, Tranche C
Term Loans, U.S. Borrower Incremental Term Loans, Dollar Facility Revolving
Loans and Swingline Loans and Dollar Facility


                                       -5-



Letters of Credit, U.S. Dollars, and (iii) with respect to Multicurrency
Facility Revolving Loans, Multicurrency Facility Letters of Credit and Canadian
Borrower Incremental Term Loans, U.S. Dollars and Canadian Dollars.

          "B/A Discount Proceeds" shall mean, in respect of any Bankers'
Acceptance or Draft to be purchased by a Canadian Lender on any date pursuant to
Section 2.01(a), (d) or (e), as the case may be, and Schedule III hereto, the
difference between (i) the result (rounded to the nearest whole Canadian cent,
and with one-half of one Canadian cent being rounded up) calculated on such day
by dividing the aggregate Face Amount of such Bankers' Acceptance or Draft by
the sum of one plus the product of (x) the Reference Discount Rate (expressed as
a decimal) applicable to such Bankers' Acceptance or Draft multiplied by (y) a
fraction, the numerator of which is the number of days in the term of such
Bankers' Acceptance or Draft and the denominator of which is 365; and (ii) the
aggregate applicable Drawing Fee with such product being rounded up or down to
the fifth decimal place and .000005 being rounded up.

          "B/A Equivalent Note" shall have the meaning provided in Schedule III
hereto.

          "B/A Instruments" means, collectively, Bankers' Acceptances, Drafts
and B/A Equivalent Notes, and, in the singular, any one of them.

          "B/A Lender" shall mean any Canadian Lender which is not a Non-B/A
Lender.

          "Bankers' Acceptance" means a Draft drawn by the Canadian Borrower and
accepted by a Canadian Lender pursuant to Section 2.01(a), (d) or (e), as the
case may be, and Schedule III hereto.

          "Bankers' Acceptance Loans" shall mean (i) the creation of Bankers'
Acceptances or (ii) the creation and purchase of completed Drafts and the
exchange of such Drafts for B/A Equivalent Notes, in each case as contemplated
in Sections 2.01(a), (d) and (e) and Schedule III hereto.

          "Bankruptcy Code" shall mean Title 11 of the United States Code
entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto.

          "Base Rate" at any time shall mean (x) in the case of Multicurrency
Facility Revolving Loans (and related Obligations) and Tranche A Term Loans and
Canadian Dollar Denominated Incremental Term Loans (and related Obligations)
owing in U.S. Dollars after the occurrence of a Sharing Event, the higher of (i)
the rate of interest in effect for such day as publicly announced from time to
time by DBAG, as its "US base rate" for commercial loans made by it in Canada
denominated in U.S. Dollars and (ii) the rate which is 1/2 of 1% in excess of
the Federal Funds Rate at such time and (y) in all other cases, the higher of
(i) the rate which is 1/2 of 1% in excess of the Federal Funds Rate at such time
and (ii) the Prime Lending Rate at such time.

          "Base Rate Loan" shall mean (i) each Swingline Loan, (ii) each other
Dollar Denominated Loan which is designated or deemed designated as a Base Rate
Loan by the respective Borrower at the time of the incurrence thereof or
conversion thereto, (iii) each outstanding Tranche A Term Loan, Multicurrency
Facility Revolving Loan and Canadian Borrower Incremental Term Loan after the
conversion thereof pursuant to Section 2.14.


                                       -6-



          "Borrowers" shall have the meaning provided in the first paragraph of
this Agreement.

          "Borrowing" shall mean the borrowing of one Type of Loan pursuant to a
single Tranche by the Canadian Borrower or the U.S. Borrower, as the case may
be, from all the Lenders having Commitments with respect to such Tranche (or
from the Swingline Lender, in the case of Swingline Loans) on a given date (or
resulting from a conversion or conversions on such date), having (x) in the case
of Eurodollar Loans the same Interest Period and (y) in the case of Bankers'
Acceptance Loans, underlying Bankers' Acceptances Drafts or B/A Equivalent Notes
with the same maturities; provided (x) that Base Rate Loans incurred pursuant to
Section 2.10(b) shall be considered part of the related Borrowing of Eurodollar
Loans and (y) any Incremental Term Loans incurred pursuant to Section 2.01(d)
shall be considered part of the related Borrowing of the then outstanding
Tranche of Term Loans (if any) to which such Incremental Term Loans are added
pursuant to, and in accordance with the requirements of, Section 2.15(c).

          "Business Day" shall mean (i) for all purposes other than as covered
by clauses (ii) and (iii) below, any day except Saturday, Sunday and any day
which shall be in New York City a legal holiday or a day on which banking
institutions are authorized or required by law or other government action to
close and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, any day which
is a Business Day described in clause (i) above and which is also a day for
trading by and between banks in the New York or London interbank Eurodollar
market and (iii) with respect to all notices and determinations in connection
with, and payments of principal (or, Face Amount, as applicable), Unpaid
Drawings and interest on, Tranche A Term Loans, Canadian Dollar Denominated
Incremental Term Loans, Multicurrency Facility Revolving Loans incurred by the
Canadian Borrower or any Multicurrency Facility Letters of Credit, any day which
is a Business Day described in clauses (i) and, if relevant, (ii) above and
which is also a day which is not a legal holiday or a day on which banking
institutions are authorized or required by law or other government action to
close in Toronto, Ontario.

          "CAM Exchange Percentage" shall mean, as to each Lender, a fraction,
expressed as a decimal, in each case determined on the date of occurrence of a
Sharing Event (but before giving effect to any actions to occur on such date
pursuant to Section 2.14) of which (a) the numerator shall be the sum of (i) the
RL Percentage of such Lender of (x) the aggregate outstanding principal amount
(or, Face Amount, as applicable) of all Revolving Loans and Swingline Loans
(taking the U.S. Dollar Equivalents of any amounts expressed in Canadian Dollars
on the date of the occurrence of the Sharing Event) and (y) the aggregate amount
of Letter of Credit Outstandings and (ii) the aggregate principal amount (or,
Face Amount, as applicable) of all outstanding Term Loans of such Lender (taking
the U.S. Dollar Equivalents of any amounts expressed in Canadian Dollars on the
date of the occurrence of the Sharing Event), and (b) the denominator of which
shall be the sum of (i) the sum of (x) the aggregate outstanding principal (or,
Face Amount, as applicable) of all Revolving Loans and Swingline Loans (taking
the U.S. Dollar Equivalents of any amounts expressed in Canadian Dollars on the
date of the occurrence of the Sharing Event) and (y) the aggregate amount of
Letter of Credit Outstandings, and (ii) the aggregate principal amount (or, Face
Amount, as applicable) of all outstanding Term Loans of all Lenders (taking the
U.S. Dollar Equivalents of any amounts expressed in Canadian Dollars on the date
of the occurrence of the Sharing Event).

          "Canadian Borrower" shall have the meaning provided in the first
paragraph of this Agreement.


                                       -7-



          "Canadian Borrower Incremental Term Loans" shall mean Incremental Term
Loan incurred by the Canadian Borrower.

          "Canadian Credit Party" shall mean the Canadian Borrower and each
Canadian Subsidiary Guarantor.

          "Canadian Dollar Denominated Incremental Term Loans" shall mean
Canadian Borrower Incremental Term Loans made in Canadian Dollars.

          "Canadian Dollar Denominated Letter of Credit" shall mean each Letter
of Credit denominated in Canadian Dollars.

          "Canadian Dollar Denominated Letter of Credit Outstandings" shall
mean, at any time, the sum of (i) the aggregate Stated Amount of all outstanding
Canadian Dollar Denominated Letters of Credit at such time and (ii) the
aggregate amount of all Unpaid Drawings with respect to Canadian Dollar
Denominated Letters of Credit at such time.

          "Canadian Dollar Denominated Loan" shall mean all Loans denominated in
Canadian Dollars, which shall include each Tranche A Term Loan, each Canadian
Dollar Denominated Incremental Term Loan and each Multicurrency Facility
Revolving Loan made in Canadian Dollars.

          "Canadian Dollar Denominated Revolving Loan" shall mean each
Multicurrency Facility Revolving Loan denominated in Canadian Dollars at the
time of the incurrence thereof.

          "Canadian Dollar Equivalent" shall mean, at any time for the
determination thereof, the amount of Canadian Dollars which could be purchased
with the amount of U.S. Dollars involved in such computation at the spot rate of
exchange therefor as quoted by the Administrative Agent as of 11:00 A.M. (New
York time) on the date two Business Days prior to the date of any determination
thereof for purchase on such date (or, in the case of any determination pursuant
to Section 2.14 or 13.22 or Section 21 of the U.S. Subsidiaries Guaranty (or any
equivalent provision in any other Subsidiaries Guaranty), on the date of
determination).

          "Canadian Dollar L/C Stated Amount" of each Canadian Dollar
Denominated Letter of Credit shall, at any time, mean the maximum amount
available to be drawn thereunder (expressed in Canadian Dollars) (in each case
determined without regard to whether any conditions to drawing could then be
met, but after giving effect to all previous drawings made thereunder).

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

          "Canadian Lender" shall mean and include a Tranche A TL Lender, a
Multicurrency Facility RL Lender or any Lender holding Canadian Dollar
Denominated Incremental Term Loans (or related Incremental Term Loan
Commitments).

          "Canadian Pension Plan" shall mean any "registered pension plan" that
is subject to the funding requirements of the Pension Benefits Act (Ontario) or
applicable pension benefits legislation in any other Canadian jurisdiction and
is applicable to employees of any Subsidiary of Holdings resident in Canada or
any province or territory thereof.

          "Canadian Pledge Agreement" shall have the meaning provided in Section
6.14(b).


                                       -8-



          "Canadian Prime Rate" means, for any day, the rate of interest per
annum equal to the greater of (i) the per annum rate of interest quoted or
established as the "prime rate" of DBAG which it quotes or establishes for such
day as its reference rate of interest in order to determine interest rates for
commercial loans in Canadian Dollars in Canada to its Canadian borrowers; and
(ii) the average rate for Canadian Dollar banker's acceptances having a term of
30 days that appears on Reuters Screen CDOR Page (or such other page as may be
selected by the Canadian Sub-Agent as a replacement page for such Banker's
Acceptances if such screen is not available) at approximately 10:00 a.m.
(Toronto time) on such day plus 75 basis points per annum, adjusted
automatically with each quoted or established change in such rate, all without
the necessity of any notice to either Borrower or any other Person.

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

          "Canadian Reference Lenders" shall mean, collectively, DBAG and The
Bank of Nova Scotia; and "Canadian Reference Lender" means any one of them, as
the context requires.

          "Canadian Resident" shall mean, in respect of a Tranche A Term Loan, a
Canadian Dollar Denominated Incremental Term Loan, a Multicurrency Facility
Revolving Loan or Multicurrency Facility Letter of Credit, at any time, a Person
who at that time is (a) not a non-resident of Canada for purposes of the Income
Tax Act (Canada); (b) an authorized foreign bank deemed to be resident in Canada
for purposes of Part XIII of the Income Tax Act (Canada) in respect of all
amounts payable to such Person pursuant to such Loans or Letters of Credit, as
the case may be; (c) a Canadian partnership, within the meaning of that term for
the purposes of paragraph 212(13.1)(b) of the Income Tax Act (Canada); or (d)
not liable for withholding tax pursuant to Part XIII of the Income Tax Act
(Canada) in respect of all amounts payable to such Person pursuant to such Loans
or Letters of Credit, as the case may be.

          "Canadian Security Agreement" shall have the meaning provided in
Section 6.15(b).

          "Canadian Security Documents" shall mean and include the Canadian
Security Agreement, the Canadian Pledge Agreement each Mortgage covering a
Mortgaged Property located in Canada or any province thereof, and, on and after
the execution and delivery thereof, each security or other pledge agreement
entered into pursuant to the terms of this Agreement and governed by the laws of
Ontario (or Quebec, in the case of any Canadian Credit Party organized under the
laws of Quebec or with Collateral, its chief executive office or its principal
place of business in Quebec).

          "Canadian Sub-Agent" shall mean DBAG, or any other affiliate of DBTCA
or DBAG designated by DBTCA to act in such capacity.

          "Canadian Subsidiaries Guaranty" shall have the meaning provided in
Section 6.13(b).

          "Canadian Subsidiary" shall mean (i) each Subsidiary of Holdings
incorporated or organized in Canada or any province or territory thereof and
(ii) U.S. Finco.

          "Canadian Subsidiary Guarantor" shall mean (i) each Wholly-Owned
Subsidiary of Holdings that is a Canadian Subsidiary as of the Initial Borrowing
Date (other than the Canadian


                                       -9-



Borrower) and (ii) each other Wholly-Owned Subsidiary of Holdings that is a
Canadian Subsidiary and is created, established or acquired after the Initial
Borrowing Date which executes and delivers a Canadian Subsidiaries Guaranty,
unless and until such time as the respective Canadian Subsidiary is released
from all of its obligations under its Canadian Subsidiaries Guaranty in
accordance with the terms and provisions thereof.

          "Canadian Welfare Plan" shall mean any medical, health,
hospitalization, insurance or other employee benefit or welfare plan or
arrangement (but excluding any Canadian Pension Plan) applicable to employees of
a Subsidiary of the U.S. Borrower resident in Canada or any province or
territory thereof.

          "Capital Expenditures" means, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of the U.S.
Borrower and its Subsidiaries that are (or would be) set forth in a consolidated
statement of cash flows of the U.S. Borrower for such period prepared in
accordance with U.S. GAAP and (b) Capital Lease Obligations incurred by the U.S.
Borrower and its Subsidiaries during such period, provided that Capital
Expenditures shall not include (i) expenditures that constitute the
consideration paid in respect of any Permitted Acquisition, (ii) expenditures to
the extent they are made with the Net Proceeds from the issuance of Equity
Interests of Holdings, (iii) expenditures to the extent they are made with the
Net Proceeds of an Asset Sale or Recovery Event, so long as such Net Proceeds
are reinvested in the business of the U.S. Borrower and its Subsidiaries
pursuant to the requirements of the provisos contained in Sections 5.02(c) or
5.02(e), as the case may be, (iv) the purchase price of equipment to the extent
the consideration therefor consists of any combination of (A) used or surplus
equipment traded in at the time of such purchase and (B) the Net Proceeds of a
substantially concurrent sale of used or surplus equipment, in each case in the
ordinary course of business, (v) interest capitalized during such period, (vi)
expenditures that are accounted for as capital expenditures of the U.S. Borrower
and its Subsidiaries and that actually are paid for by a third party (excluding
Holdings or any Subsidiary thereof) and for which neither Holdings nor any
Subsidiary thereof has provided or is required to provide or incur, directly or
indirectly, any consideration or obligation to such third party or any other
Person (whether before, during or after such period) and (vii) the book value of
any asset owned by the U.S. Borrower or any of its Subsidiaries prior to or
during such period to the extent that such book value is included as a capital
expenditure during such period as a result of the U.S. Borrower or such
Subsidiary reusing or beginning to reuse such asset during such period without a
corresponding expenditure actually having been made in such period, provided
that (A) any expenditure necessary in order to permit such asset to be reused
shall be included as a Capital Expenditure during the period that such
expenditure actually is made and (B) such book value shall have been included in
Capital Expenditures when such asset was originally acquired if such asset was
originally acquired on or after January 1, 2004.

          "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under U.S.
GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with U.S. GAAP.

           "Change in Control" means (a) prior to a Qualified IPO, the
failure by the Permitted Holders to own, directly or indirectly,
beneficially and of record, Equity Interests in Holdings representing at least a
majority of the aggregate ordinary voting power represented by the issued and


                                      -10-



outstanding Equity Interests in Holdings, (b) after a Qualified IPO, (i) the
failure by the Permitted Holders to own, directly or indirectly, beneficially
and of record, Equity Interests in Holdings representing at least 35% of the
aggregate ordinary voting power represented by the issued and outstanding Equity
Interests in Holdings or (ii) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Exchange Act as in effect on the date hereof) other than the
Permitted Holders of Equity Interests in Holdings representing more than 35% of
the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests in Holdings, provided that, in the case of this clause (ii),
the Permitted Holders own directly or indirectly, beneficially or of record, a
smaller percentage of such aggregate ordinary voting power or (c) occupation of
a majority of the seats (other than vacant seats) on the board of directors of
Holdings by Persons who were neither (i) nominated by the board of directors of
Holdings, (ii) appointed by directors so nominated or (iii) nominated or
appointed by the Permitted Holders.

          "Co-Documentation Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to a
Co-Documentation Agent appointed pursuant to Section 12.10.

          "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

          "Collateral" shall mean all property (whether real or personal,
movable or immovable) with respect to which any security interests have been
granted (or purported to be granted) pursuant to any Security Document
(including any Additional Security Document), including, without limitation, all
Pledge Agreement Collateral, all Mortgaged Properties and all cash and Permitted
Investments delivered as collateral pursuant to Sections 5.02 or 11 or any
Credit Document and all Additional Collateral, if any.

          "Collateral Agent" shall mean DBTCA, acting as collateral agent for
the Secured Creditors.

          "Collective Bargaining Agreements" shall have the meaning provided in
Section 6.17.

          "Commitment" shall mean any of the commitments of any Lender, i.e.,
whether a Tranche A Term Loan Commitment, Tranche B Term Loan Commitment,
Tranche C Term Loan Commitment, Incremental Term Loan Commitment, Multicurrency
Facility Revolving Loan Commitment or Dollar Facility Revolving Loan Commitment
of such Lender.

          "Common Equity Financing" shall have the meaning provided in Section
6.09(a).

          "Common Equity Financing Documents" shall mean all of the agreements
governing or relating to the Common Equity Financing, in each case as the same
may be amended, modified and/or supplemented from time to time in accordance
with the terms thereof.

          "Company" shall mean any corporation, limited liability company,
partnership or other business entity (or the adjectival form thereof, where
appropriate).


                                      -11-



          "Consolidated Cash Interest Expense" means, for any period, the excess
of (a) the sum of (i) the interest expense (including imputed interest expense
in respect of Capital Lease Obligations) of the U.S. Borrower and its
Subsidiaries for such period, determined on a consolidated basis in accordance
with U.S. GAAP, (ii) any interest accrued during such period in respect of
Indebtedness of the U.S. Borrower or any of its Subsidiaries that is required to
be capitalized rather than included in such consolidated interest expense for
such period in accordance with U.S. GAAP, (iii) any cash payments made during
such period in respect of obligations referred to in clause (b)(iii) below that
were amortized or accrued in a previous period and (iv) to the extent not
otherwise included in consolidated interest expense for such period,
commissions, discounts, yield and other fees, charges and amounts incurred in
connection with Permitted Securitizations during such period that are payable to
any person other than a U.S. Credit Party and that are comparable to or in the
nature of interest under any Permitted Securitization, including losses on the
sale of assets relating to any receivables securitization transaction accounted
for as a "true sale" (other than any one-time financing fees paid upon entering
into any Permitted Securitization), minus (b) the sum of (i) interest income (to
the extent paid or payable in cash) of the U.S. Borrower and its Subsidiaries
for such period, determined on a consolidated basis in accordance with U.S.
GAAP, in an aggregate amount not to exceed U.S.$4,000,000 during any period of
four consecutive Fiscal Quarters, (ii) to the extent included in such
consolidated interest expense for such period, non-cash amounts attributable to
amortization of financing costs paid in a previous period and (iii) to the
extent included in such consolidated interest expense for such period, non-cash
amounts attributable to amortization of debt discounts or accrued interest
payable in kind for such period; provided that for purposes of calculating the
Interest Expense Coverage Ratio for any period of four fiscal quarters ending
prior to September 30, 2005, Consolidated Interest Expense for such period of
four fiscal quarters shall be deemed to be (i) in the case of the period ended
at the end of the fiscal quarter ended March 31, 2005, Consolidated Interest
Expense for such fiscal quarter multiplied by 4, (ii) in the case of the period
ended at the end of the fiscal quarter ended June 30, 2005, Consolidated
Interest Expense for the period of two fiscal quarters ended at the end of such
fiscal quarter multiplied by 2 and (iii) in the case of the period ended at the
end of the fiscal quarter ended September 30, 2005, Consolidated Interest
Expense for the period of three fiscal quarters ended at the end of such fiscal
quarter multiplied by 4/3.

          "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income for such period, the sum of (i)
consolidated interest expense of the U.S. Borrower and its Subsidiaries for such
period (including, to the extent not otherwise included in consolidated interest
expense for such period, commissions, discounts, yield and other fees and
charges incurred during such period in connection with Permitted Securitizations
that are payable to any person other than a U.S. Credit Party, and any other
amounts for such period comparable to or in the nature of interest under any
Permitted Securitization, including losses on the sale of assets relating to any
receivables securitization transaction accounted for as a "true sale"), (ii)
consolidated income tax expense of the U.S. Borrower and its Subsidiaries for
such period (including any income tax expense of Holdings for such period to the
extent the U.S. Borrower has made payment to or for the account of Holdings in
respect thereof), (iii) all amounts attributable to depreciation and
amortization expense of the U.S. Borrower and its Subsidiaries for such period,
(iv) any non-cash charges, losses or expenses of the U.S. Borrower and its
Subsidiaries for such period (but excluding any non-cash charge, loss or expense
in respect of an item that was included in Consolidated Net Income in a prior
period and any non-cash charge, loss or expense that relates to the write-down
or write-off of inventory, other than any write-down or write-off of inventory
as a result of purchase accounting adjustments in respect of the Acquisition or
any Permitted Acquisition), (v) any non-recurring fees, cash charges and other


                                      -12-



cash expenses (excluding any Restructuring Charges) made or incurred by the U.S.
Borrower and its Subsidiaries in connection with the Transaction that are paid
or otherwise accounted for within 90 days of the Effective Date in an aggregate
amount not to exceed U.S.$55,000,000, (vi) any Non-Specified Restructuring
Charges of the U.S. Borrower and its Subsidiaries for such period, provided that
the aggregate amount of Non-Specified Restructuring Charges in any period,
together with the aggregate amount of Non-Regulation S-X Adjustments
attributable to such period, shall not exceed 7.5% of Consolidated EBITDA (for
such purposes, as determined as provided in this definition without regard to
this clause (vi)) for such period, (vii) any non-recurring fees, expenses or
charges made or incurred by the U.S. Borrower and its Subsidiaries during such
period in respect of professional or financial advisory, investment banking,
financing, underwriting, placement agent or other similar services (including
fees and expenses in respect of legal counsel, consultants and accountants) to
the extent related to any equity offering, investment, acquisition, divestiture
or recapitalization permitted hereunder or any issuance of Indebtedness
permitted to be incurred hereunder (whether or not successful), (viii) any
extraordinary charges or losses of the U.S. Borrower and its Subsidiaries for
such period, (ix) any losses of the U.S. Borrower and its Subsidiaries for such
period in respect of the sale of any discontinued operations during such period
and (x) any losses of the U.S. Borrower and its Subsidiaries for such period in
respect of business dispositions or asset dispositions outside the ordinary
course of business (as determined in good faith by the U.S. Borrower) during
such period, minus (b) without duplication and to the extent included in
determining such Consolidated Net Income, (i) any cash payments made during such
period in respect of non-cash charges described in clause (a)(i) taken in a
prior period, (ii) any extraordinary gains and any non-cash items of income for
such period, (iii) any gains for such period in respect of the sale of any
discontinued operations during such period and (iv) any gains for such period in
respect of business dispositions or asset dispositions outside the ordinary
course of business (as determined in good faith by the U.S. Borrower) during
such period, all determined on a consolidated basis in accordance with U.S.
GAAP. Notwithstanding the foregoing, Consolidated EBITDA shall be deemed to be
(i) in the case of the Fiscal Quarters ended March 31, 2004, June 30, 2004, and
September 30, 2004, U.S.$69,400,000, U.S.$73,000,000 and U.S.$39,000,000,
respectively, and (ii) in the case of the Fiscal Quarter ended December 31,
2004, the sum of actual Consolidated EBITDA for the period from and including
the Initial Borrowing Date to and including the last day of such Fiscal Quarter
plus an amount equal to U.S.$48,400,000 multiplied by a fraction (x) the
numerator of which is the number of days from and including October 1, 2004 to
but excluding the Initial Borrowing Date and (y) the denominator of which is the
total number of days in such Fiscal Quarter.

          "Consolidated Net Income" shall mean, for any period, the net income
or loss of the U.S. Borrower and its Subsidiaries for such period determined on
a consolidated basis in accordance with U.S. GAAP (adjusted to reflect any
charge, tax or expense incurred or accrued by Holdings during such period as
though such charge, tax or expense had been incurred by the U.S. Borrower, to
the extent that the U.S. Borrower has made or is permitted under the Credit
Documents to make any payment to or for the account of Holdings in respect
thereof), provided that (a) there shall be excluded from Consolidated Net Income
(i) the income of any Subsidiary of the U.S. Borrower to the extent that the
declaration or payment of dividends or other distributions by such Subsidiary of
that income is not at the time permitted by a Requirement of Law or any
agreement or instrument applicable to such Subsidiary, except to the extent of
the amount of cash dividends or other cash distributions actually paid to the
U.S. Borrower or any of its Subsidiaries during such period (unless the income
of the Subsidiary receiving such dividend or distribution would be excluded from
Consolidated Net Income pursuant to this proviso) and (ii) except for
calculations required to be made on a Pro Forma Basis, the income or loss of any
Person accrued prior to the date it becomes a Subsidiary of the U.S. Borrower or
is merged into or consolidated with the U.S. Borrower or any of


                                      -13-



its Subsidiaries or the date that such Person's assets are acquired by the U.S.
Borrower or any of its Subsidiaries and (b) there shall be included in
Consolidated Net Income the income of any Permitted Joint Venture to the extent
of the amount of cash dividends or other cash distributions actually paid by
such Permitted Joint Venture to the U.S. Borrower or any of its Subsidiaries
during such period (unless the income of the Subsidiary receiving such dividend
or distribution would be excluded from Consolidated Net Income pursuant to
clause (a) above).

          "Control" means the possession, directly or indirectly, of the power
to (i) direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise
or (ii) vote 10% or more of the securities having ordinary voting power for the
election of directors (or equivalent governing body) of a Person. "Controlling"
and "Controlled" have meanings correlative thereto.

          "Credit Agreement Party" shall mean Holdings and each Borrower.

          "Credit Documents" shall mean this Agreement, the Notes, each
Subsidiaries Guaranty, the Intercompany Subordination Agreement, each Security
Document, each Incremental Term Loan Commitment Agreement and any other
guarantees or security documents executed and delivered for the benefit of the
Lenders in accordance with the requirements of this Agreement and any other
guaranties, pledge agreements or security documents executed and delivered in
accordance with the requirements of Sections 9.12 and 9.13.

          "Credit Event" shall mean the making of a Loan (other than a Dollar
Facility Revolving Loan made pursuant to a Mandatory Dollar Facility RL
Borrowing) or the issuance of a Letter of Credit.

          "Credit Party" shall mean each U.S. Credit Party and each Canadian
Credit Party.

          "DBAG" shall mean Deutsche Bank AG, Canada Branch, in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

          "DBSI" shall mean Deutsche Bank Securities Inc., in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

          "DBTCA" shall mean Deutsche Bank Trust Company Americas, in its
individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.

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

          "Defaulting Lender" shall mean any Lender with respect to which a
Lender Default is in effect.

          "Discontinuation" shall mean any discontinuation of any of the
operations of the U.S. Borrower or any of its Subsidiaries.

          "Documents" shall mean and include (i) the Credit Documents, (ii) the
Acquisition Documents, (iii) the Common Equity Financing Documents, (iv) the
Senior Notes Documents, (v) the Senior Subordinated Notes Documents, (vi) the
Intercompany Distribution Transaction Documents, (vii) the Foreign Asset
Transfer Documents and (viii) the Refinancing Documents.


                                      -14-



          "Dollar Denominated Letter of Credit" shall mean each Letter of Credit
denominated in U.S. Dollars.

          "Dollar Denominated Letter of Credit Outstandings" shall mean, at any
time, the sum of (i) the aggregate Stated Amount of all outstanding Dollar
Denominated Letters of Credit at such time and (ii) the aggregate amount of all
Unpaid Drawings with respect to Dollar Denominated Letters of Credit at such
time.

          "Dollar Denominated Loan" shall mean all Loans denominated in U.S.
Dollars, which shall include each Tranche B Term Loan, each Tranche C Term Loan,
each Incremental Term Loan made in U.S. Dollars, each Dollar Facility Revolving
Loan, each Swingline Loan, and each Multicurrency Facility Revolving Loan made
in U.S. Dollars, as well as each Tranche A Term Loan and each Multicurrency
Facility Revolving Loan made in Canadian Dollars converted into U.S. Dollars in
accordance with the provisions of Section 2.14.

          "Dollar Denominated Revolving Loan" shall mean all Revolving Loans
incurred in U.S. Dollars, including all Multicurrency Facility Revolving Loans
denominated in U.S. Dollars and all Dollar Facility Revolving Loans.

          "Dollar Facility Letter of Credit" shall mean each Letter of Credit
(which must be denominated in U.S. Dollars) issued to the U.S. Borrower pursuant
to Section 3.01 and designated as such by the U.S. Borrower in the respective
Letter of Credit Request.

          "Dollar Facility Letter of Credit Outstandings" shall mean, at any
time, the sum of (i) the aggregate Stated Amount of all outstanding Dollar
Facility Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings
in respect of all Dollar Facility Letters of Credit.

          "Dollar Facility Revolving Loan" shall have the meaning provided in
Section 2.01(f).

          "Dollar Facility Revolving Loan Commitment" shall mean, for each
Lender, the amount set forth opposite such Lender's name on Schedule I hereto
directly below the column entitled "Dollar Facility Revolving Loan Commitment",
as same may be (x) reduced from time to time and/or terminated pursuant to
Sections 4.02, 4.03 and/or 11 or (y) adjusted from time to time as a result of
assignments to or from such Lender pursuant to Sections 2.13 or 13.04(b).

          "Dollar Facility Revolving Note" shall have the meaning provided in
Section 2.05(a).

          "Dollar Facility RL Lender" shall mean any Lender with a Dollar
Facility Revolving Loan Commitment (without giving effect to any termination of
the Total Dollar Facility Revolving Loan Commitment if any Swingline Loans or
Dollar Facility Letter of Credit Outstandings remain outstanding) or outstanding
Dollar Facility Revolving Loans (or any participation in any Dollar Facility
Letter of Credit Outstandings).

          "Dollar Facility RL Percentage" of any Dollar Facility RL Lender at
any time shall mean that percentage which is equal to a fraction (expressed as a
percentage) the numerator of which is the Dollar Facility Revolving Loan
Commitment of such Dollar Facility RL Lender at such time and the denominator of
which is the Total Dollar Facility Revolving Loan Commitment at such time,
provided that if any such determination is to be made after the Total Dollar
Facility Revolving Loan Commitment (and the related Dollar Facility Revolving
Loan Commitments of the Lenders) has (or


                                      -15-



have) terminated, the determination of such percentages shall be made
immediately before giving effect to such termination.

          "Domestic Permitted Acquisition" shall mean any Permitted Acquisition
pursuant to which (a) any acquired or newly formed Subsidiary of the U.S.
Borrower is a Domestic Subsidiary of the U.S. Borrower or (b) the assets that
are the subject of such Permitted Acquisition are acquired by a Domestic
Subsidiary of the U.S. Borrower and are located in the United States or any
State or territory thereof.

          "Domestic Subsidiary" shall mean, as to any Person, any Subsidiary of
such Person incorporated or organized in the United States or any State or
territory thereof or the District of Columbia (other than U.S. Finco).

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

          "Drawing" shall have the meaning provided in Section 3.04(a).

          "Drawing Date" shall mean any Business Day fixed pursuant to Schedule
III for the creation of Bankers' Acceptances or the purchase of completed Drafts
and the exchange thereof for B/A Equivalent Notes, in each case by a Canadian
Lender pursuant to Schedule III.

          "Drawing Fee" shall mean, in respect of a Draft drawn by the Canadian
Borrower hereunder and accepted by a B/A Lender or a Draft purchased by a
Non-B/A Lender, a fee calculated on the Face Amount of such Draft at a rate per
annum equal to the Applicable Margin that would be payable with respect to a
Multicurrency Facility Revolving Loan maintained as a Eurodollar Loan drawn on
the Drawing Date of such Draft. Drawing Fees shall be calculated on the basis of
the term to maturity of the Draft and a year of 365 days.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.

          "Effective Date" shall have the meaning provided in Section 13.10.

          "Eligible Transferee" shall mean and include a commercial bank, a
mutual fund, an insurance company, a financial institution, a "qualified
institutional buyer" (as defined in Rule 144A of the Securities Act), any fund
that regularly invests in bank loans or any other "accredited investor" (as
defined in Regulation D), but in any event excluding any individual and Holdings
and its Subsidiaries and Affiliates.

          "End Date" shall have the meaning provided in the definition of
Applicable Margin.

          "Environmental Laws" shall mean all applicable federal, provincial,
state, local and foreign laws (including common law), treaties, regulations,
rules, directives, orders, injunctions, decrees, notices or legally binding
agreements, in each case issued, promulgated or entered into by any Governmental
Authority relating to protection of the environment, natural resources, human


                                      -16-



health and safety (as relating to Hazardous Materials, the environment or
occupational health and safety), or the presence of, Release of, or exposure to,
Hazardous Materials.

          "Environmental Liability" shall mean liabilities, obligations,
damages, claims, actions, suits, judgments, orders, fines, penalties, fees,
expenses and costs (including administrative oversight costs, natural resource
damages and medical monitoring, investigation or remediation costs), whether
contingent or otherwise, arising out of or relating to (a) compliance or
noncompliance with any Environmental Law, (b) the presence, 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 or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

          "Equity Interests" of any Person shall mean any and all shares,
interests, rights to purchase, warrants, options, participation or other
equivalents of or interest in (however designated) equity of such Person,
including any preferred stock, any limited or general partnership interest and
any limited liability company membership interest.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at the
date of this Agreement and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

          "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with the U.S. Borrower or Subsidiaries of the U.S.
Borrower, is treated as a single employer under Section 414(b) or (c) of the
Code.

          "ERISA Event" shall mean (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan (other than reportable events with respect to which the 30-day notice
period has been 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
Holdings, the U.S. Borrower or any of their respective ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan,
(e) the receipt by Holdings, the U.S. Borrower or any of their respective ERISA
Affiliates 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 Holdings, the U.S. Borrower or any of their
respective ERISA Affiliates of any liability with respect to the withdrawal or
partial withdrawal from any Plan or Multiemployer Plan or (g) the receipt by
Holdings, the U.S. Borrower or any of their respective ERISA Affiliates of any
notice, or the receipt by any Multiemployer Plan from Holdings, the U.S.
Borrower or any of their respective ERISA Affiliates 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.

          "Eurodollar Loans" shall mean each Dollar Denominated Loan (excluding
Swingline Loans) designated as such by the respective Borrower or Borrowers at
the time of the incurrence thereof or conversion thereto.


                                      -17-



          "Eurodollar Rate" shall mean, for any Interest Period, in the case of
any U.S. Dollar Denominated Loan, (i) the rate (rounded upwards to the nearest
1/16 of 1%) appearing on the page identified as 'Reuters Libor 01' of the
Reuters Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interests rates applicable to U.S. dollar deposits in
the London interbank market) for U.S. Dollar deposits of amounts in immediately
available funds comparable to the principal amount of the applicable Eurodollar
Loan for which the Eurodollar Rate is being determined with maturities
comparable to the Interest Period for which such Eurodollar Rate will apply, as
of approximately 10:00 A.M. (New York time) on the Interest Determination Date
divided by (ii) a percentage equal to 100% minus the then stated maximum rate of
all reserve requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves) applicable to any member
bank of the Federal Reserve System in respect of Eurocurrency liabilities as
defined in Regulation D (or any successor category of liabilities under
Regulation D). The determination of the Eurodollar Rate by the Administrative
Agent shall be conclusive and binding on the Borrowers absent manifest error.

          "Event of Default" shall have the meaning provided in Section 11.

          "Excess Cash Flow" shall mean, for any Excess Cash Flow Payment
Period, the sum (without duplication) of:

          (a) Consolidated Net Income for such Excess Cash Flow Payment Period,
     adjusted to exclude any gains or losses attributable to any Asset Sale or
     Recovery Event; plus

          (b) depreciation, amortization and other non-cash charges or losses
     (including deferred income taxes) deducted in determining such Consolidated
     Net Income for such Excess Cash Flow Payment Period; plus

          (c) the sum of (i) the amount, if any, by which Net Working Capital
     decreased during such Excess Cash Flow Payment Period (except as a result
     of reclassification of items from short-term to long-term) plus (ii) the
     net amount, if any, by which the consolidated deferred revenues and other
     consolidated accrued long term liability accounts (excluding Long-Term
     Indebtedness) of the U.S. Borrower and its consolidated Subsidiaries
     increased during such Excess Cash Flow Payment Period plus (iii) the net
     amount, if any, by which the consolidated accrued long-term asset accounts
     of the U.S. Borrower and its consolidated Subsidiaries decreased during
     such Excess Cash Flow Payment Period; minus

          (d) the sum of (i) any non-cash gains included in determining
     Consolidated Net Income for such Excess Cash Flow Payment Period plus (ii)
     the amount, if any, by which Net Working Capital increased during such
     Excess Cash Flow Payment Period (except as a result of reclassification of
     items from long-term to short-term) plus (iii) the net amount, if any, by
     which the consolidated deferred revenues and other consolidated accrued
     long term liability accounts of the U.S. Borrower and its consolidated
     Subsidiaries decreased during such Excess Cash Flow Payment Period plus
     (iv) the net amount, if any, by which the consolidated accrued long term
     asset accounts of the U.S. Borrower and its consolidated Subsidiaries
     increased during such Excess Cash Flow Payment Period; minus


                                      -18-



          (e) the sum of (i) Capital Expenditures for such Excess Cash Flow
     Payment Period (except to the extent (A) attributable to the incurrence of
     Capital Lease Obligations or (B) otherwise financed by incurring Long-Term
     Indebtedness) plus (ii) cash consideration paid during such Excess Cash
     Flow Payment Period to make Permitted Acquisitions or other capital
     investments or investments or expenditures pursuant to Sections 10.04(p) or
     10.04(q) (except to the extent financed (A) by incurring Long Term
     Indebtedness (excluding Indebtedness in respect of Revolving Loans and
     Swingline Loans), (B) with Equity Interests of Holdings or with the Net
     Proceeds of substantially concurrent equity contributions to, or sales or
     issuances of Equity Interests of, Holdings) or (C) with Retained Excess
     Cash Flow in respect of the immediately preceding Excess Cash Flow Payment
     Period); minus

          (f) the aggregate principal amount of Long Term Indebtedness repaid or
     prepaid by the U.S. Borrower and its consolidated Subsidiaries during such
     Excess Cash Flow Payment Period, excluding (i) Indebtedness in respect of
     Revolving Loans, Swingline Loans and Letters of Credit (unless there is a
     corresponding reduction in the aggregate Revolving Loan Commitments), (ii)
     Term Loans prepaid pursuant to Section 5.01 or Section 5.02(c), (d), (e) or
     (f) and (iii) repayments or prepayments of Long Term Indebtedness financed
     by incurring other Long-Term Indebtedness; minus

          (g) the aggregate amount of Restricted Payments made during such
     Excess Cash Flow Payment Period pursuant to clause (iii) of Section
     10.08(a); minus

          (h) amounts paid in cash during such Excess Cash Flow Payment Period
     in respect of (x) items that were accounted for as non-cash reductions in
     determining Consolidated Net Income in a prior Excess Cash Flow Payment
     Period and (y) reserves or accruals established in purchase accounting;
     plus

          (i) amounts received in cash during such Excess Cash Flow Payment
     Period in respect of items that were accounted for as a non-cash increase
     in determining Consolidated Net Income in a prior Excess Cash Flow Payment
     Period.

          "Excess Cash Flow Payment Period" shall mean, with respect to any
Excess Cash Payment Date, the immediately preceding Fiscal Year.

          "Excess Cash Payment Date" shall mean the date that is five (5) days
after of the delivery (or required delivery) of the financial statements of the
U.S. Borrower pursuant to Section 9.01(a) for the Fiscal Year then last ended
(commencing with the Fiscal Year ended closest to December 31, 2005).

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC thereunder.

          "Exchange Senior Notes" shall mean senior notes issued in exchange for
Senior Notes pursuant to the Senior Notes Indenture, which Exchange Senior Notes
are substantially identical securities to the originally issued Senior Notes and
shall be issued pursuant to a registered exchange offer or private exchange
offer for the Senior Notes on market terms satisfactory to the Administrative
Agent; provided that in no event will the issuance of any Exchange Senior Notes
increase the aggregate principal amount of Senior Notes theretofore outstanding
or otherwise result in an increase in the interest rate applicable to the Senior
Notes theretofore outstanding.


                                      -19-



          "Exchange Senior Subordinated Notes" shall mean senior subordinated
notes issued in exchange for Senior Subordinated Notes pursuant to the Senior
Subordinated Notes Indenture, which Exchange Senior Subordinated Notes are
substantially identical securities to the originally issued Senior Subordinated
Notes and shall be issued pursuant to a registered exchange offer or private
exchange offer for the Senior Subordinated Notes on market terms satisfactory to
the Administrative Agent; provided that in no event will the issuance of any
Exchange Senior Subordinated Notes increase the aggregate principal amount of
Senior Subordinated Notes theretofore outstanding or otherwise result in an
increase in the interest rate applicable to the Senior Subordinated Notes
theretofore outstanding.

          "Existing Indebtedness Agreements" shall have the meaning provided in
Section 6.17.

          "Existing Joint Ventures" means joint ventures in respect of which
either Borrower or any of their respective Subsidiaries holds any Equity
Interests on the Initial Borrowing Date, as set forth on Schedule VII.

          "Face Amount" shall mean, in respect of a Draft, Bankers' Acceptance
or B/A Equivalent Note, as the case may be, the amount payable to the holder
thereof on its maturity. The Face Amount of any Bankers' Acceptance Loan shall
be equal to the aggregate Face Amounts of the underlying Bankers' Acceptances,
B/A Equivalent Notes or Drafts, as the case may be.

          "Facing Fee" shall have the meaning provided in Section 4.01(c).

          "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding 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 such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

          "Fees" shall mean all amounts payable pursuant to, or referred to in,
Section 4.01.

          "Financial Ratio" shall mean the Interest Coverage Ratio, the Leverage
Ratio or the Senior Secured Leverage Ratio.

          "Fiscal Quarter" shall mean, for any Fiscal Year, each of (i) the
three month period commencing on January 1 of such Fiscal Year and ending on
March 31 of such Fiscal Year, (ii) the three month period commencing on April 1
of such Fiscal Year and ending on June 30 of such Fiscal Year, (iii) the three
month period commencing on July 1 of such Fiscal Year and ending on September 30
of such Fiscal Year and (iv) the three month period commencing on October 1 of
such Fiscal Year and ending on December 31 of such Fiscal Year, as the case may
be. For purposes of this Agreement, a reference to the 1st Fiscal Quarter of any
Fiscal Year shall be a reference to the period referred to in clause (i) above;
a reference to the 2nd Fiscal Quarter of any Fiscal Year shall be a reference to
the period referred to in clause (ii) above; a reference to the 3rd Fiscal
Quarter of any Fiscal Year shall be a reference to the period referred to in
clause (iii) above; and a reference to the


                                      -20-



4th Fiscal Quarter of any Fiscal Year shall be a reference to the period
referred to in clause (iv) above.

          "Fiscal Year" shall mean the fiscal year of the U.S. Borrower and its
Subsidiaries ending on December 31 of each calendar year. For purposes of this
Agreement, any particular Fiscal Year shall be designated by reference to the
calendar year in which the majority of such Fiscal Year falls.

          "Foreign Asset Transfer" shall have the meaning provided in Section
6.08(b).

          "Foreign Asset Transfer Documents" shall mean the various material
documents and agreements entered into in connection with the Foreign Asset
Transfer.

          "Foreign Pension Plan" shall mean any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by Holdings or any one or more
of its Subsidiaries primarily for the benefit of employees of Holdings or any of
its Subsidiaries residing outside the United States of America, which plan, fund
or other similar program provides, or results in, retirement income, a deferral
of income in contemplation of retirement or payments to be made upon termination
of employment, and which plan is not subject to ERISA or the Code, but excluding
any Canadian Pension Plan.

          "Foreign Permitted Acquisition" shall mean any Permitted Acquisition
that is not a Domestic Permitted Acquisition.

          "Foreign Pledge Agreements" shall mean and include the Canadian Pledge
Agreement and the Local Law Pledge Agreements.

          "Foreign Security Document" shall mean each Security Document other
than a U.S. Security Document.

          "Foreign Subsidiary" shall mean, as to any Person, any Subsidiary of
such Person that is not a Domestic Subsidiary of such Person.

          "Funded Debt" shall mean, as of any date, the sum of (i) the aggregate
principal amount (or, Face Amount, as applicable) of all Tranche A Term Loans,
Tranche B Term Loans, Tranche C Term Loans and Incremental Term Loans
outstanding on such date and (ii) the aggregate principal amount of the Senior
Notes, the Senior Subordinated Notes and Additional Senior Subordinated Notes
outstanding on such date.

          "Governmental Authority" shall mean the government of the United
States of America, Canada, any other nation or any political subdivision
thereof, whether state, provincial or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.

          "GSCP" shall mean Goldman Sachs Credit Partners, L.P., in its
individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.


                                      -21-



          "Guarantee" of or by any Person (the "guarantor") shall mean any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof
(including pursuant to any synthetic lease financing), (c) to maintain working
capital, equity capital or any other financial statement condition or liquidity
of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party or applicant in
respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation, provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. The
amount of any Guarantee shall be deemed to be the lower of (a) an amount equal
to the stated or determinable amount of the primary obligation in respect of
which such Guarantee is made and (b) the maximum amount for which such
guaranteeing Person may be liable pursuant to the terms of the instrument
embodying such Guarantee (without giving effect to any rights of
indemnification, contribution or subrogation), unless such primary obligation
and the maximum amount for which such guaranteeing Person may be liable are not
stated or determinable, in which case the amount of such Guarantee shall be such
guaranteeing Person's maximum reasonably anticipated liability in respect
thereof as determined by such Person in good faith.

          "Guaranteed Creditors" shall mean and include each of the Agents, the
Collateral Agent, the Lenders, the Issuing Lenders and each Person (other than
any Credit Party or any of its Subsidiaries) party to any Swap Agreement to the
extent that such Person constitutes a Secured Creditor under any of the Security
Documents.

          "Guarantors" shall mean and include Holdings, the U.S. Borrower and
each Subsidiary Guarantor.

          "Guaranty" and "Guaranties" shall mean and include the Holdings
Guaranty, the U.S. Borrower's Guaranty and each Subsidiaries Guaranty.

          "Hazardous Materials" shall mean (i) all petroleum products or
byproducts and all other petroleum hydrocarbons, coal ash, radon gas, asbestos
or asbestos-containing materials, urea formaldehyde foam insulation,
polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting
substances and (ii) all chemicals, materials, substances or wastes that are
prohibited, limited or regulated by or pursuant to any Environmental Law.

          "Highest Adjustable Applicable Margins" shall have the meaning
provided in the definition of Applicable Margin contained herein.

          "Holdings" shall have the meaning provided in the first paragraph of
this Agreement.

          "Holdings Equity Contribution" shall have the meaning provided in
Section 6.09(a).

          "Holdings Guaranteed Obligations" shall mean (i) the principal (or,
Face Amount, as applicable) and interest on each Note issued to each Lender, and
all Loans made, under this Agreement, all reimbursement obligations and Unpaid
Drawings with respect to Letters of Credit,


                                      -22-



together with all the other obligations (including obligations which, but for
the automatic stay under Section 362(a) of the Bankruptcy Code, would become
due) and liabilities (including, without limitation, indemnities, fees and
interest thereon) of the Borrowers (or either of them) to each Lender, each
Agent, each Issuing Lender and the Collateral Agent now existing or hereafter
incurred under, arising out of or in connection with this Agreement and each
other Credit Document and the due performance and compliance by each Borrower
with all the terms, conditions and agreements contained in this Agreement and
each other Credit Document to which it is a party and (ii) all obligations
(including obligations which, but for the automatic stay under Section 362(a) of
the Bankruptcy Code, would become due) and liabilities of the U.S. Borrower or
any of its Subsidiaries owing under any Swap Agreement entered into by the U.S.
Borrower or any of its Subsidiaries with any Guaranteed Creditor so long as such
Guaranteed Creditor participates in such Swap Agreement, and their subsequent
assigns, if any, whether now in existence or hereafter arising, and the due
performance and compliance with all terms, conditions and agreements contained
therein.

          "Holdings Guaranteed Party" shall mean each Borrower and each
Subsidiary of Holdings party to any Swap Agreement with any Secured Creditor.

          "Holdings Guaranty" shall mean the guaranty of Holdings pursuant to
Section 14.

          "Incremental Extensions of Credit" shall mean any extension of
Incremental Term Loan Commitments or Incremental Term Loans pursuant thereto, as
contemplated by Sections 2.01(d) and 2.15.

          "Incremental Term Loan" shall have the meaning provided in Section
2.01(d).

          "Incremental Term Loan Borrower" shall mean (x) the U.S. Borrower,
with respect to U.S. Borrower Incremental Term Loans and (y) the Canadian
Borrower, with respect to Canadian Borrower Incremental Term Loans.

          "Incremental Term Loan Borrowing Date" shall mean, with respect to
each Tranche of Incremental Term Loans, each date on which Incremental Term
Loans of such Tranche are incurred pursuant to Section 2.01(d), which date shall
be the date of the effectiveness of the respective Incremental Term Loan
Commitment Agreement pursuant to which such Incremental Term Loans are to be
made.

          "Incremental Term Loan Commitment" shall mean, for each Lender, any
commitment to make Incremental Term Loans provided by such Lender pursuant to
Section 2.15 on a given Incremental Term Loan Borrowing Date, in such amount as
agreed to by such Lender in the respective Incremental Term Loan Commitment
Agreement delivered pursuant to Section 2.15, as the same may be terminated
pursuant to Sections 4.03 and/or 11.

          "Incremental Term Loan Commitment Agreement" shall mean each
Incremental Term Loan Commitment Agreement in the form of Exhibit O
(appropriately completed) executed in accordance with Section 2.15.

          "Incremental Term Loan Commitment Requirements" shall mean, with
respect to any provision of an Incremental Term Loan Commitment on a given
Incremental Term Loan Borrowing Date, the satisfaction of each of the following
conditions: (u) no Default or Event of Default then exists or would result
therefrom; (v) calculations are made by the U.S. Borrower demonstrating


                                      -23-



compliance on a Pro Forma Basis (determined as of the last day of the most
recently ended Fiscal Quarter for which financial statements are available) with
(i) the covenants contained in Sections 10.12 and 10.13, (ii) a Leverage Ratio
of less than 4.50:1.00 and (iii) a Senior Secured Leverage Ratio of less than
2.50:1.00; (w) the delivery by the relevant Credit Parties of such technical
amendments, modifications and/or supplements to the respective Security
Documents as are reasonably requested by the Administrative Agent to ensure that
the additional Obligations to be incurred pursuant to the Incremental Term Loan
Commitments are secured by, and entitled to the benefits of, the relevant
Security Documents; (x) the delivery by the U.S. Borrower to the Administrative
Agent of an officer's certificate executed by an Authorized Officer of the U.S.
Borrower certifying (i) as to compliance with preceding clauses (v) and (w) and
containing the calculations required by clause (w) and (ii) which provisions of
the Senior Notes Indenture and the Senior Subordinated Notes Indenture the
respective incurrence of Incremental Term Loans will be justified under and
demonstrating in reasonable detail that the full amount of such Incremental Term
Loans may be incurred in accordance with, and will not violate the provisions
of, the Senior Notes Indenture and the Senior Subordinated Notes Indenture; (y)
the satisfaction of all other conditions precedent that may be set forth in the
respective Incremental Term Loan Commitment Agreement and (z) the completion by
the Credit Parties of such other actions as the Administrative Agent may
reasonably request in connection with the provision of such Incremental Term
Loan Commitment (including, without limitation, delivery of officers'
certificates, resolutions, evidence of good standing and reasonably satisfactory
opinions of counsel).

          "Incremental Term Loan Lender" shall have the meaning provided in
Section 2.15(b).

          "Incremental Term Loan Maturity Date" shall mean, for any Tranche of
Incremental Term Loans, the final maturity date set forth for such Tranche of
Incremental Term Loans in the respective Incremental Term Loan Commitment
Agreement relating thereto, provided that the final maturity date for all
Incremental Term Loans of a given Tranche shall be the same date.

          "Incremental Term Loan Scheduled Repayment" shall have the meaning
provided in Section 5.02(b).

          "Incremental Term Note" shall have the meaning provided in Section
2.05.

          "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding trade accounts
payable and accrued obligations incurred in the ordinary course of business),
(f) all obligations of others secured by (or for which the holder of such
obligations has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed, (g) all Guarantees by such Person
of the obligations of others (to the extent such obligations would constitute
"Indebtedness" pursuant to the other clauses of this definition), (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or
otherwise, of such Person as an account party or applicant in respect of letters
of credit and letters of guaranty, (j) the amount of any Permitted
Securitizations of such Person and (k) all obligations, contingent or otherwise,
of such Person in respect of bankers' acceptances. The Indebtedness of any
Person shall include the Indebtedness of


                                      -24-



any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable
therefor. Notwithstanding the foregoing, in connection with any Permitted
Acquisition, the term "Indebtedness" shall not include post-closing payment
adjustments or earn-outs to which the seller in such Permitted Acquisition may
become entitled.

          "Individual Dollar Facility RL Exposure" of any Dollar Facility RL
Lender shall mean, at any time, the sum of (I) the aggregate principal amount of
all Dollar Facility Revolving Loans made by such Dollar Facility RL Lender and
then outstanding, (II) such Dollar Facility RL Lender's L/C Participation
Percentage in each then outstanding Dollar Facility Letter of Credit multiplied
by the sum of the Stated Amount of the respective Dollar Facility Letter of
Credit and any Unpaid Drawings relating thereto and (III) such Dollar Facility
RL Lender's Dollar Facility RL Percentage multiplied by the aggregate principal
amount of all outstanding Swingline Loans.

          "Individual Multicurrency Facility RL Exposure" of any Multicurrency
Facility RL Lender shall mean, at any time, the sum of (I) the aggregate
principal amount (or Face Amount, as applicable) of all Multicurrency Facility
Revolving Loans made by such Multicurrency Facility RL Lender and then
outstanding (for this purpose, using the U.S. Dollar Equivalent of the principal
amount or Face Amount, as the case may be, of Canadian Dollar Denominated
Revolving Loans) and (II) such Multicurrency Facility RL Lender's L/C
Participation Percentage in each then outstanding Multicurrency Facility Letter
of Credit multiplied by the sum of the Stated Amount of the respective
Multicurrency Facility Letter of Credit and any Unpaid Drawings relating thereto
(for this purpose, using the U.S. Dollar Equivalent of any amounts expressed in
Canadian Dollars).

          "Individual RL Facility Exposures" of any Lender shall mean, at any
time, the sum of the Individual Multicurrency Facility RL Exposure and the
Individual Dollar Facility RL Exposure of such Lender at such time.

          "Information Memorandum" shall mean the Confidential Information
Memorandum, dated December 3, 2004, relating to Holdings, the Borrowers and the
Transaction.

          "Initial Borrowing Date" shall mean the date (which shall occur on the
Effective Date) upon which the initial Borrowing of Loans occurs.

          "Initial Equity Investors" shall mean Cypress Merchant Banking
Partners II L.P., Cypress Merchant Banking II C.V., 55th Street Partners II
L.P., Cypress Side-by-Side LLC, GS Capital Partners 2000, L.P., GS Capital
Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co. KG, GS Capital
Partners 2000 Employee Fund, L.P. and Goldman Sachs Direct Investment Fund 2000,
L.P.

          "Initial Indebtedness to be Refinanced" shall mean and include (i)
certain Indebtedness of Foreign Subsidiaries under existing lines of credit,
(ii) reimbursement obligations with respect to certain existing letters of
credit and bank guaranties and (iii) all other Indebtedness of Holdings and its
Subsidiaries outstanding immediately before the consummation of the Acquisition
which is to be repaid or refinanced on the Initial Borrowing Date, including any
such Indebtedness which is not permitted to remain outstanding after the Initial
Borrowing Date pursuant to Sections 6.10 or 10.01. Without limiting the
foregoing, it understood and agreed that the aggregate amount of the "Initial
Indebtedness to be Refinanced" shall not exceed U.S.$15,000,000.


                                      -25-



          "Intercompany Debt" shall mean any Indebtedness, payables or other
obligations, whether now existing or hereafter incurred, owed by Holdings or any
Subsidiary of Holdings to Holdings or any other Subsidiary of Holdings.

          "Intercompany Distribution Transaction Documents" shall mean all of
the material documents and instruments entered into in connection with the
Intercompany Distribution Transactions, in each case as the same may be amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

          "Intercompany Distribution Transactions" shall have the meaning
provided in Section 6.09(b).

          "Intercompany Note" shall mean a promissory note evidencing
intercompany loans made pursuant to Section 10.04(e), in each case duly executed
and delivered substantially in the form of Exhibit L, with blanks completed in
conformity herewith (or such other form as may be approved by the Administrative
Agent or the Required Lenders).

          "Intercompany Scheduled Existing Indebtedness" shall have the meaning
provided in Section 8.18.

          "Intercompany Subordination Agreement" shall have the meaning provided
in Section 6.13(c).

          "Interest Coverage Ratio" shall have the meaning provided in Section
10.12.

          "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

          "Interest Period" shall mean, with respect to any Eurodollar Loan, the
interest period applicable thereto, as determined pursuant to Section 2.09.

          "Investment" shall have the meaning provided in the preamble to
Section 10.04.

          "Issuing Lender" shall mean (i) for purposes of any Dollar Facility
Letter of Credit, DBTCA, any affiliate of DBTCA and any Dollar Facility RL
Lender (or affiliate of any Dollar Facility RL Lender) which at the request of
the U.S. Borrower and with the consent of the Administrative Agent agrees, in
such Dollar Facility RL Lender's (or Dollar Facility RL Lender affiliate's) sole
discretion, to become an Issuing Lender for the purpose of issuing Dollar
Facility Letters of Credit pursuant to Section 3, and (ii) for purposes of any
Multicurrency Facility Letter of Credit, DBAG, any of its affiliates which is a
Canadian Resident and any Multicurrency Facility RL Lender which is a Canadian
Resident (or affiliate of any Multicurrency Facility RL Lender which is a
Canadian Resident) which at the request of the Canadian Borrower and with the
consent of the Administrative Agent agrees, in such Multicurrency Facility RL
Lender's (or Multicurrency Facility RL Lender affiliate's) sole discretion, to
become an Issuing Lender for the purpose of issuing Multicurrency Facility
Letters of Credit pursuant to Section 3; provided that as of the Initial
Borrowing Date and until such time as it agrees otherwise, DBAG shall not be an
Issuing Lender with respect to any Trade Letter of Credit.


                                      -26-



          "Joint Lead Arrangers" shall mean DBSI and Lehman Brothers, each in
their capacities as Joint Lead Arrangers and Book Runners.

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

          "Judgment Currency Conversion Date" shall have the meaning provided in
Section 13.22(a).

          "L/C Participant" shall have the meaning provided in Section 3.04(a).

          "L/C Participation Percentages" shall have the meaning provided in
Section 3.04(a).

          "L/C Supportable Indebtedness" shall mean (i) obligations of the U.S.
Borrower or its Wholly-Owned Subsidiaries incurred in the ordinary course of
business and (ii) such other obligations of the U.S. Borrower or any of its
Wholly-Owned Subsidiaries as are permitted to exist pursuant to the terms of
this Agreement.

          "LCPI" shall mean Lehman Commercial Paper Inc., in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

          "Leasehold" of any Person shall mean all of the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

          "Lehman Brothers" shall mean Lehman Brothers Inc., in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

          "Lender" shall mean and include (i) each financial institution with a
Commitment listed on Schedule I (as amended from time to time), as well as any
Person that becomes a "Lender" hereunder pursuant to Sections 2.13, 2.15 and/or
13.04(b) and (ii) the Swingline Lender. Unless the context otherwise requires,
each reference in this Agreement to a Lender includes each lending office
(including any Affiliate of the respective Lender) of the respective Lender
designated from time to time pursuant to Section 2.12.

          "Lender Default" shall mean (i) the wrongful refusal (which has not
been retracted) of a Lender to make available its portion of any Borrowing
(including any Mandatory Dollar Facility RL Borrowing), to fund its portion of
any unreimbursed payment under Section 3.04 or (ii) a Lender having notified the
Administrative Agent and/or any Credit Agreement Party that it does not intend
to comply with its obligations under Sections 2.01 or 3.04 in circumstances
where such non-compliance would constitute a breach of such Lender's obligations
under the respective Section.

          "Letter of Credit" shall have the meaning provided in Section 3.01(a).

          "Letter of Credit Fees" shall have the meaning provided in Section
4.01(b).

          "Letter of Credit Outstandings" shall mean, at any time, the sum of
(i) the aggregate Stated Amount of all outstanding Letters of Credit which have
not terminated at such time and (ii) the aggregate amount of all Unpaid Drawings
(taking the U.S. Dollar Equivalent of any amounts owed in Canadian Dollars) in
respect of all Letters of Credit at such time.

          "Letter of Credit Request" shall have the meaning provided in Section
3.03(a).


                                      -27-



          "Leverage Ratio" shall mean, on any date, the ratio of (a) Total
Indebtedness on such date to (b) Consolidated EBITDA for the period of four
consecutive Fiscal Quarters ended on such date (or, if such date is not the last
day of a Fiscal Quarter, ended on the last day of the Fiscal Quarter most
recently ended prior to such date), provided that, to the extent the U.S.
Borrower or any Subsidiary of the U.S. Borrower makes any Permitted Acquisition,
Asset Disposition or Discontinuation during the period of four Fiscal Quarters
most recently ended, the Leverage Ratio for such period shall be calculated on a
Pro Forma Basis.

          "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, security interest, encumbrance, lien (statutory or other),
charge, preference, priority or other security agreement of any kind or nature
whatsoever (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under the UCC or any similar recording or notice
statute, and any lease having substantially the same economic effect as the
foregoing).

          "Loan" shall mean each Tranche A Term Loan, each Tranche B Term Loan,
each Tranche C Term Loan, each Incremental Term Loan, each Revolving Loan and
each Swingline Loan.

          "Local Law Pledge Agreement" shall have the meaning provided in
Section 6.14(c).

          "Long-Term Indebtedness" means any Indebtedness that, in accordance
with U.S. GAAP, constitutes (or, when incurred, constituted) a long-term
liability.

          "Majority Lenders" of any Tranche shall mean those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if all outstanding Obligations of the other Tranches under this
Agreement were repaid in full and all Commitments with respect thereto were
terminated.

          "Management Agreements" shall have the meaning provided in Section
6.17.

          "Mandatory Dollar Facility RL Borrowing" shall have the meaning
provided in Section 2.01(h).

          "Margin Regulations" shall mean, collectively, Regulation T,
Regulation U and Regulation X.

          "Margin Stock" shall have the meaning provided in Regulation U.

          "Material Adverse Effect" shall mean (x) in the case of any condition
or representation to be satisfied or made, as the case may be, on, or as of, the
Initial Borrowing Date, any state of facts, change, occurrence or development
that (i) directly or indirectly prevents or materially impairs or delays the
ability of the Seller to perform its obligations under the Acquisition Documents
or (ii) has a material adverse effect on the condition (financial or otherwise),
results of operations, business, properties, assets or liabilities (whether
accrued, absolute, contingent or otherwise, and whether or not due or to become
due or asserted or unasserted) of Holdings, the U.S. Borrower and their
respective Subsidiaries taken as a whole, but excluding any effect (a) resulting
from general economic conditions (whether as a result of acts of terrorism, war
(whether or not declared), armed conflicts or otherwise) and (b) impacting
companies in the industry in which the business and operations of the U.S.
Borrower and its Subsidiaries is conducted generally, in each


                                      -28-



such case except to the extent such efforts, facts, change, occurrence or
development has a disproportionately adverse impact on Holdings, the U.S.
Borrower and the business and operations of the U.S. Borrower and its
Subsidiaries and (y) for all other purposes herein or in any other Credit
Document, any event, development or circumstance that has had, or could
reasonably be expected to have, a material adverse effect on (i) the business,
assets, liabilities, condition (financial or otherwise) or results of operations
of Holdings, the Borrowers and their respective Subsidiaries, taken as a whole,
(ii) the ability of any Credit Party to perform any of its material obligations
under any Credit Document or (iii) the validity or enforceability of any of the
Credit Documents or the rights and remedies of the Agents and the Lenders
hereunder or thereunder.

          "Material Indebtedness" shall mean Indebtedness (other than the Loans
and Letters of Credit), or obligations in respect of one or more Swap Agreements
(if any), of any one or more of Holdings, the Borrowers and the Subsidiaries of
the U.S. Borrower in an aggregate principal amount exceeding U.S.$17,500,000.
For purposes of determining Material Indebtedness, the "principal amount" of the
obligations of the U.S. Borrower or any Subsidiary of the U.S. Borrower in
respect of any Swap Agreements (if any) 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 Swap Agreement were
terminated at such time.

          "Maturity Date" shall mean (i) with respect to Tranche A Term Loans,
the Tranche A Term Loan Maturity Date, (ii) with respect to Tranche B Term
Loans, the Tranche B Term Loan Maturity Date, (iii) with respect to Tranche C
Term Loans, the Tranche C Term Loan Maturity Date, (iv) with respect to
Incremental Term Loans of a given Tranche, the respective Incremental Term Loan
Maturity Date therefor, (v) with respect to Revolving Loans, the Revolving Loan
Maturity Date and (vi) with respect to Swingline Loans, the Swingline Expiry
Date.

          "Maximum Swingline Amount" shall mean U.S.$20,000,000.

          "Minimum Applicable Facing Fee" shall mean (x) in the case of all
Letters of Credit (other than Canadian Dollar Denominated Letters of Credit),
U.S.$500 and (y) in the case of Canadian Dollar Denominated Letters of Credit,
Cdn.$750.

          "Minimum Borrowing Amount" shall mean (i) in the case of Dollar
Denominated Loans (excluding Swingline Loans and Dollar Denominated Revolving
Loans maintained as Base Rate Loans), U.S.$5,000,000, (ii) in the case of
Revolving Loans maintained from time to time as Base Rate Loans, U.S.$500,000,
(iii) in the case of Canadian Dollar Denominated Loans (excluding Multicurrency
Facility Revolving Loans maintained in Canadian Dollars as Canadian Prime Rate
Loans), Cdn.$ 1,000,000, (iv) in the case of Multicurrency Facility Revolving
Loans maintained in Canadian Dollars as Canadian Prime Rate Loans, Cdn.$500,000,
and (v) in the case of Swingline Loans, U.S.$100,000.

          "Moody's" shall mean Moody's Investors Service, Inc.

          "Mortgage" shall mean each mortgage, debenture (together with a
debenture delivery agreement), deed of trust or deed to secure debt required to
be delivered with respect to any Real Property pursuant to the terms of this
Agreement, together with any assignment of leases and rents to be executed in
connection therewith (as amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof).


                                      -29-



          "Mortgage Policy" shall mean each mortgage title insurance policy (and
all endorsements thereto) for each Mortgaged Property required to be delivered
pursuant to this Agreement.

          "Mortgaged Property" shall mean each Real Property owned by Holdings
or any of its Subsidiaries and required to be mortgaged pursuant to this
Agreement.

          "Multicurrency Facility Letter of Credit" shall mean each Letter of
Credit (which may be denominated in U.S. Dollars or Canadian Dollars) issued to
the Canadian Borrower pursuant to Section 3.01 and designated as such by the
Canadian Borrower in the respective Letter of Credit Request.

          "Multicurrency Facility Letter of Credit Outstandings" shall mean, at
any time, the sum of (i) the aggregate Stated Amount of all outstanding
Multicurrency Facility Letters of Credit and (ii) the aggregate amount of all
Unpaid Drawings (taking the U.S. Dollar Equivalent of all amounts payable in
Canadian Dollars) in respect of all Multicurrency Facility Letters of Credit.

          "Multicurrency Facility Revolving Loan" shall have the meaning
provided in Section 2.01(e).

          "Multicurrency Facility Revolving Loan Commitment" shall mean, for
each Lender, the amount set forth opposite such Lender's name on Schedule I
hereto directly below the column entitled "Multicurrency Facility Revolving Loan
Commitment", as same may be (x) reduced from time to time and/or terminated
pursuant to Sections 4.02, 4.03 and/or 11 or (y) adjusted from time to time as a
result of assignments to or from such Lender pursuant to Sections 2.13 or
13.04(b).

          "Multicurrency Facility Revolving Note" shall have the meaning
provided in Section 2.05(a).

          "Multicurrency Facility RL Lender" shall mean each Lender which has a
Multicurrency Facility Revolving Loan Commitment (without giving effect to any
termination of the Total Multicurrency Facility Revolving Loan Commitment if any
Multicurrency Facility Letter of Credit Outstandings remain outstanding) or
which has any outstanding Multicurrency Facility Revolving Loans (or an L/C
Participation Percentage in any then outstanding Multicurrency Facility Letter
of Credit Outstandings).

          "Multicurrency Facility RL Percentage" of any Multicurrency Facility
RL Lender at any time shall mean that percentage which is equal to a fraction
(expressed as a percentage) the numerator of which is the Multicurrency Facility
Revolving Loan Commitment of such Multicurrency Facility RL Lender at such time
and the denominator of which is the Total Multicurrency Facility Revolving Loan
Commitment at such time, provided that if any such determination is to be made
after the Total Multicurrency Facility Revolving Loan Commitment (and the
related Multicurrency Facility Revolving Loan Commitments of the Lenders) has
(or have) terminated, the determination of such percentages shall be made
immediately before giving effect to such termination.

          "Multiemployer Plan" shall mean a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA that is established or maintained in the
United States of America.


                                      -30-



          "Net Proceeds" shall mean, with respect to any event, (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds (including any cash payments received by way of
deferred payment of principal pursuant to a note or installment receivable or
purchase price adjustment receivable or otherwise, but excluding any interest
payments), but only as and when received, (ii) in the case of a casualty,
insurance proceeds and (iii) in the case of a condemnation or similar event,
condemnation awards and similar payments, net of (b) the sum of (i) all
reasonable fees and out-of-pocket expenses paid to third parties (other than
Affiliates) in connection with such event, (ii) in the case of a sale, transfer
or other disposition of an asset (including pursuant to a sale and leaseback
transaction or a casualty or a condemnation or similar proceeding), the amount
of all payments required to be made as a result of such event to repay
Indebtedness (other than Loans) secured by such asset or otherwise subject to
mandatory prepayment as a result of such event and (iii) the amount of all taxes
paid (or reasonably estimated to be payable) and the amount of any reserves
established to fund contingent liabilities reasonably estimated to be payable,
in each case that are directly attributable to such event (as determined
reasonably and in good faith by a Authorized Officer and, in the case of any
such reserves, as set forth in an officer's certificate delivered by such
Authorized Officer to the Administrative Agent), it being understood and agreed
that on the day that all such post-closing adjustments have been determined
(which shall not be later than 360 days following the date of the respective
asset sale), the amount (if any) by which the reserved amount in respect of such
event exceeds the actual post-closing adjustments payable by Holdings or any of
its Subsidiaries in respect thereof shall constitute "Net Proceeds" on such date
received by Holdings and/or any of its Subsidiaries from such event.
Notwithstanding the foregoing, for purposes of Sections 5.02(c) and (e), no net
proceeds received in respect of any single transaction or series of related
transactions shall constitute "Net Proceeds" unless such net proceeds shall
exceed U.S.$2,000,000 (in which case the entire amount of net proceeds from such
transaction or series of related transactions shall constitute "Net Proceeds").

          "Net Working Capital" shall mean, at any date, (a) the consolidated
current assets of the U.S. Borrower and the Subsidiaries of the U.S. Borrower as
of such date (excluding cash and Permitted Investments) minus (b) the
consolidated current liabilities of the U.S. Borrower and the Subsidiaries of
the U.S. Borrower as of such date (excluding current liabilities in respect of
Indebtedness). Net Working Capital at any date may be a positive or negative
number. Net Working Capital increases when it becomes more positive or less
negative and decreases when it becomes less positive or more negative.

          "Non-B/A Lender" shall mean any Canadian Lender which is unwilling or
unable to create Bankers' Acceptances by accepting Drafts and which has
identified itself as a "Non-B/A Lender" by written notice to the Canadian
Borrower.

          "Non-Defaulting Lender" shall mean each Lender other than a Defaulting
Lender.

          "Non-Regulation S-X Adjustment" shall have the meaning provided in the
definition of "Pro Forma Basis".

          "Non-Specified Restructuring Charges" shall mean any non-recurring
Restructuring Charges.

          "Non-U.S. Borrower" means any Borrower that is not a United States
person (as such term is defined in Section 7701(a)(30) of the Internal Revenue
Code).


                                      -31-



          "Non-Wholly Owned Subsidiary" shall mean, as to any Person, each
Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person.

          "Note" shall mean each Tranche A Term Note, each Tranche B Term Note,
each Tranche C Term Note, each Incremental Term Note, each Multicurrency
Facility Revolving Note, each Dollar Facility Revolving Note and the Swingline
Note.

          "Notice of Borrowing" shall have the meaning provided in Section
2.03(a).

          "Notice of Conversion/Continuation" shall have the meaning provided in
Section 2.06.

          "Notice Office" shall mean the office of the Administrative Agent
located at 60 Wall Street, MS NYC60-4305, New York, NY 10005-2858, or such other
office as the Administrative Agent may designate to Holdings and the Lenders
from time to time; provided that in the case of all borrowings of Tranche A Term
Loans, Canadian Dollar Denominated Incremental Term Loans and Multicurrency
Facility Revolving Loans, and all issuances of Multicurrency Facility Letters of
Credit, and all notices relating thereto, the "Notice Office" shall also include
the office of the Canadian Sub-Agent located at 222 Bay Street, Suite 1100,
Toronto, Ontario, Canada M5K 1E7.

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

          "Obligations" shall mean all amounts, direct or indirect, contingent
or absolute, of every type