<PAGE>

                                                                    Exhibit 99.2


                              CREDIT AGREEMENT


                                    between



                                NORDX/CDT, INC.
                                  as Borrower

                     CABLE DESIGN TECHNOLOGIES CORPORATION
                         CABLE DESIGN TECHNOLOGIES INC.
                                 as Guarantors



                                      and



                              BNP PARIBAS (CANADA)
                                   as Lender



                           _________________________

                               December 17, 2001
                           _________________________
<PAGE>

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
SECTION 1.   DEFINITIONS AND ACCOUNTING TERMS..............................................   1
       1.1.  Certain Defined Terms.........................................................   1
             ---------------------
       1.2.  Terms Defined in the PPSA.....................................................  13
             -------------------------
       1.3.  Computation of Time Periods...................................................  13
             ---------------------------
       1.4.  Accounting Terms..............................................................  13
             ----------------
       1.5.  Other Provisions Regarding Definitions........................................  14
             --------------------------------------

SECTION 2.   REVOLVING LOANS...............................................................  15
       2.1.  Revolving Loans...............................................................  15
             ---------------
       2.2.  Reserved......................................................................  15
       2.3.  Minimum Advances..............................................................  15
             ----------------
       2.4.  Reserved......................................................................  15
       2.5.  Notice of Borrowing; Borrower's Certificate...................................  15
       2.6.  Reserved......................................................................  17
       2.7.  Termination and Reduction of Revolving Credit Facility Commitments............  17
       2.8.  Evidence of Indebtedness......................................................  18
             ------------------------
       2.9.  Facility Fee..................................................................  18
             ------------
      2.10.  Interest......................................................................  18
      2.11.  Conversion of Borrowings; Renewals and Re-Issuances...........................  21
             ---------------------------------------------------
      2.12.  Mandatory Payments............................................................  22
      2.13.  Optional Prepayments..........................................................  24
             --------------------
      2.14.  Completion of Forms and Issue of Bankers' Acceptance..........................  25
             ----------------------------------------------------
      2.15.  Certain Waivers Regarding Bankers' Acceptances................................  25
      2.16.  Procedures for Payment........................................................  26
             ----------------------
      2.17.  Other Fees....................................................................  27
             ----------
      2.18.  Increased Costs...............................................................  28
             ---------------
      2.19.  Change of Law Rendering LIBOR Advances Unlawful...............................  29
             -----------------------------------------------
      2.20.  LIBOR Availability............................................................  29
             ------------------
</TABLE>

                                     (ii)
<PAGE>

<TABLE>
<S>                                                                                         <C>
      2.21.  Indemnities...................................................................  30
             -----------
      2.22.  Capital Adequacy..............................................................  31
             ----------------
      2.23.  Telephonic Notice.............................................................  31
             -----------------
      2.24.  Maximum Interest..............................................................  31
             ----------------

SECTION 3.   LETTERS OF CREDIT.............................................................  32
       3.1.  Letters of Credit.............................................................  32
             -----------------
       3.2.  Reimbursement for Drawings....................................................  33
             --------------------------
       3.3.  Letter of Credit Fees.........................................................  33
             ---------------------
       3.4.  Indemnity.....................................................................  34
             ---------
       3.5.  Reserved......................................................................  34
       3.6.  Reimbursement of Certain Costs................................................  34
             ------------------------------
       3.7.  Payment of Drafts.............................................................  36
             -----------------
       3.8.  Issuing Lender's Actions......................................................  37
             ------------------------

SECTION 4.   GUARANTIES....................................................................  37
       4.1.  Guaranties....................................................................  37
             ----------
       4.2.  Future Subsidiaries...........................................................  37
             -------------------

SECTION 5.   REPRESENTATIONS AND WARRANTIES...............................................   37
       5.1.  Corporate Status..............................................................  37
             ----------------
       5.2.  Power and Authority...........................................................  38
             -------------------
       5.3.  No Violation of Agreements....................................................  38
             --------------------------
       5.4.  No Litigation.................................................................  39
             -------------
       5.5.  Good Title to Properties; Condition of Assets.................................  39
             ---------------------------------------------
       5.6.  Financial Statements and Condition............................................  39
             ----------------------------------
       5.7.  Tax Liability.................................................................  40
             -------------
       5.8.  Governmental Action...........................................................  40
             -------------------
       5.9.  Disclosure....................................................................  41
             ----------
      5.10.  Margin Stock..................................................................  41
             ------------
      5.11.  Reserved......................................................................  41
      5.12.  Solvency......................................................................  41
             --------
</TABLE>

                                     (iii)
<PAGE>

<TABLE>
<S>                                                                                         <C>
      5.13.  Permits, etc..................................................................  41
             -------------
      5.14.  Environmental Status..........................................................  41
             --------------------
      5.15.  CAN Plans.....................................................................  42
             ---------

SECTION 6.   AFFIRMATIVE COVENANTS.........................................................  42
       6.1.  Financial Statements and Other Information....................................  42
       6.2.  Taxes and Claims..............................................................  45
             ----------------
       6.3.  Insurance.....................................................................  45
             ---------
       6.4.  Books and Reserves............................................................  45
             ------------------
       6.5.  Properties in Good Condition..................................................  45
             ----------------------------
       6.6.  Maintenance of Existence......................................................  46
             ------------------------
       6.7.  Inspection by the Lender......................................................  46
             ------------------------
       6.8.  Pay Indebtedness to Lender and Perform Other Covenants........................  46
             ------------------------------------------------------
       6.9.  Notice of Default.............................................................  46
             -----------------
      6.10.  Reporting of Misrepresentations...............................................  46
             -------------------------------
      6.11.  Compliance with Laws..........................................................  46
             --------------------
      6.12.  CAN Plans.....................................................................  47
             ---------
      6.13.  Further Assurances............................................................  47
             ------------------
      6.14.  Environmental Matters.........................................................  48
             ---------------------
      6.15.  Financial Covenants...........................................................  48
             -------------------
      6.16.  Letter to Auditors............................................................  48
             ------------------

SECTION 7.   NEGATIVE COVENANTS............................................................  48
       7.1.  Liens.........................................................................  48
             -----
       7.2.  Indebtedness..................................................................  50
             ------------
       7.3.  Investments...................................................................  50
             -----------
       7.4.  Merger, Sale of, Dissolution, Etc.............................................  52
       7.5.  Dividends, Redemptions and Other Payments.....................................  53
             -----------------------------------------
       7.6.  Subsidiaries..................................................................  53
             ------------
       7.7.  Transactions with Affiliates..................................................  53
             ----------------------------
       7.8.  Reserved......................................................................  53
       7.9.  Amendments and Modifications..................................................  53
             ----------------------------
</TABLE>

                                     (iv)
<PAGE>

<TABLE>
<S>                                                                                         <C>
      7.10.  Fiscal Year...................................................................  54
             -----------
      7.11.  Change of Business............................................................  54
             ------------------
      7.12.  Negative Pledges..............................................................  54
             ----------------
      7.13.  Permitted Acquisitions........................................................  54
             ----------------------
      7.14.  Amendments to Section 7.......................................................  54
             -----------------------

SECTION 8.   CONDITIONS PRECEDENT TO INITIAL BORROWINGS AND ISSUANCE OF LETTERS OF CREDIT..  55
       8.1.  Opinions of Counsel...........................................................  55
             -------------------
       8.2.  Financial Status..............................................................  55
             ----------------
       8.3.  No Material Adverse Change....................................................  55
             --------------------------
       8.4.  Qualifications................................................................  55
             --------------
       8.5.  Loan Documents................................................................  55
             --------------
       8.6.  Supporting Letter of Credit...................................................  55
             ---------------------------
       8.7.  Examination of Books..........................................................  55
             --------------------
       8.8.  Corporate Structure...........................................................  56
             -------------------
       8.9.  Fees to Lender................................................................  56
             --------------
      8.10.  Disbursement Authorization....................................................  56
             --------------------------
      8.11.  Litigation....................................................................  56
             ----------
      8.12.  Compliance with Law...........................................................  56
             -------------------
      8.13.  Proceedings; Receipt of Documents.............................................  56
             ---------------------------------
      8.14.  Solvency Certificate..........................................................  57
             --------------------
      8.15.  No Default or Event of Default................................................  57
             ------------------------------
      8.16.  Fleet Credit Agreement; Intercreditor Agreement...............................  57
             -----------------------------------------------
      8.17.  Repayment of Indebtedness.....................................................  57
             -------------------------
      8.18.  Government Regulations........................................................  57
             ----------------------

SECTION 9.   CONDITIONS PRECEDENT TO EACH BORROWING AND ISSUANCE OF LETTERS OF CREDIT......  57
       9.1.  Borrower's Certificate; Other Conditions......................................  57
             ----------------------------------------
       9.2.  Written Notice of Loan........................................................  58
             ----------------------

SECTION 10.  USE OF PROCEEDS...............................................................  58
</TABLE>

                                      (v)
<PAGE>

<TABLE>
<S>                                                                                         <C>
SECTION 11.  DEFAULTS AND REMEDIES.........................................................  58
      11.1.  Events of Default.............................................................  58
             -----------------
      11.2.  Suits for Enforcement.........................................................  60
             ---------------------
      11.3.  Rights and Remedies Cumulative................................................  60
             ------------------------------
      11.4.  Rights and Remedies Not Waived................................................  61
             ------------------------------
      11.5.  Application of Proceeds.......................................................  61

SECTION 12.  MISCELLANEOUS.................................................................  62
      12.1.  Collection Costs..............................................................  62
             ----------------
      12.2.  Amendment, Modification and Waiver............................................  62
             ----------------------------------
      12.3.  Governing Law.................................................................  63
             -------------
      12.4.  Notices.......................................................................  63
             -------
      12.5.  Fees and Expenses.............................................................  63
             -----------------
      12.6.  Stamp or Other Tax............................................................  63
             ------------------
      12.7.  Waiver of Jury Trial and Setoff...............................................  64
             -------------------------------
      12.8.  Termination of Agreement......................................................  64
             ------------------------
      12.9.  Captions......................................................................  65
             --------
     12.10.  Lien; Setoff by Lender........................................................  65
     12.11.  Payment Due on Non-Business Day...............................................  66
             -------------------------------
     12.12.  Service of Process............................................................  66
             ------------------
     12.13.  Sale, Assignment or Transfer to Additional Lender.............................  66
             -------------------------------------------------
     12.14.  Benefit of Agreement; Assignments by Lender...................................  66
             -------------------------------------------
     12.15.  Counterparts; Facsimile Signature.............................................  67
             ---------------------------------
     12.16.  Invalidity....................................................................  68
             ----------
     12.17.  Disclosure of Financial Information...........................................  68
             -----------------------------------
     12.18.  Maintenance of Confidentiality................................................  68
             ------------------------------
     12.19.  No Fiduciary Obligations......................................................  68
             ------------------------
     12.20.  Indemnification...............................................................  69
             ---------------
</TABLE>

                                     (vi)
<PAGE>

                                    EXHIBITS
                                    --------

Exhibit 2.5(a)   Borrower's Certificate
Exhibit 4.1(a)   Guaranty
Exhibit 8.10     Disbursement Authorization

                                   SCHEDULES
                                   ---------

Schedule1-a      CAN Plans
Schedule 5.1(c)  Capital Stock
Schedule 5.1(d)  Subsidiaries
Schedule 5.4(a)  Litigation
Schedule 5.5(a)  Title Exceptions
Schedule 5.6(b)  Material Adverse Changes
Schedule 5.7     Taxes
Schedule 5.14    Environmental Matters
Schedule 7.1(c)  Existing Liens
Schedule 7.2(c)  Existing Indebtedness
Schedule 7.3(d)  Existing Investments
Schedule 7.7(c)  Affiliated Transactions

                                    (viii)
<PAGE>

     CREDIT AGREEMENT dated as of December 17, 2001, among NORDX/CDT. INC., a
corporation incorporated under the federal laws of Canada (the "Borrower"),
CABLE DESIGN TECHNOLOGIES CORPORATION, a Delaware corporation, and CABLE DESIGN
TECHNOLOGIES, INC., a Washington corporation (collectively, the "Guarantors")
and BNP PARIBAS (CANADA) (the "Lender").

                             W I T N E S S E T H:
                             -------------------


     SECTION 1.  DEFINITIONS AND ACCOUNTING TERMS

1.1. Certain Defined Terms. For all purposes of this Agreement, unless the
     ---------------------
context otherwise requires (the following meanings are to be equally applicable
to both the singular and plural forms of the terms defined):

     "Acceptance Fee" shall mean a fee payable in CAN Dollars by the Borrower to
      --------------
the Lender with respect to the acceptance of a Bankers' Acceptance on the date
of such acceptance, calculated on the face amount of the Bankers' Acceptance at
a per annum rate equal to the Applicable Margin for Bankers' Acceptances on the
basis of the number of days in the applicable Interest Period (including the
date of acceptance and excluding the date of maturity) and a year of 365 days or
366 days in the case of a leap year.

     "Acquired Person" shall mean any Person (i) in which the Borrower is making
      ---------------
an Investment, or (ii) any portion of whose stock, securities, or ownership
interests are being acquired by the Borrower in a Permitted Acquisition, or
(iii)  all or substantially all of whose assets are being acquired by the
Borrower in a Permitted Acquisition, or, if the Permitted Acquisition involves
the acquisition of a division or operating unit of a Person, such division or
unit, or (iv) with whom the Borrower merges or consolidates in a Permitted
Acquisition, in each case whether the foregoing are directly undertaken by the
Borrower or indirectly through a Holding Company.

     "Affiliate" of any specified Person shall mean any other Person directly or
      ---------
indirectly controlling or controlled by or under common control with such
specified Person or which is a director, officer or partner (limited or general)
of such specified Person.  For the purposes of this definition, "control," when
used with respect to any specified Person, means the possession, direct or
indirect, of the power to vote ten percent (10%) or more of the securities
having ordinary voting power for the election of directors or the power to
direct or cause the direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

     "Agreement" shall mean this Credit Agreement, as amended, modified or
      ---------
supplemented from time to time.

                                       1
<PAGE>

     "Applicable Laws" means federal, provincial, municipal or local statute,
      ---------------
rule, guideline, regulation, ordinance, order, notice, judgment, decree, permit,
license or other binding determination of any Governmental Body, as now or at
any time hereafter amended or in effect and applicable to, and binding on, the
Borrower.

     "Applicable Margin" shall mean the following per annum rates:
      -----------------

        ----------------------------------------------------
          Applicable Loan or Fee        Applicable Margin
        ----------------------------------------------------

          Facility Fee                  0.15%
        ----------------------------------------------------

          LIBOR Advances                0.30%
        ----------------------------------------------------

          Base Rate Advances            0%
        ----------------------------------------------------

          Acceptance Fee                0.30%
        ----------------------------------------------------

     "Authorized Representative" shall mean each Person designated from time to
      -------------------------
time, as appropriate, in a Written Notice by the Borrower to the Lender for the
purposes of giving notices of borrowing, conversion or renewal of Revolving
Loans, which designation shall continue in force and effect until terminated in
a Written Notice to the Lender.

     "Bankers' Acceptances" means non-interest bearing instruments denominated
      --------------------
in CAN Dollars drawn by the Borrower and accepted by the Lender in accordance
with this Agreement, and includes a depository note or bill within the meaning
of the Depository Bills and Notes Act (Canada) and a bill of exchange within the
meaning of the Bills of Exchange Act (Canada).

     "Bankers' Acceptance Advance" shall mean that portion of the Revolving
      ---------------------------
Loans for which the Borrower has requested to be or become outstanding by way of
Bankers' Acceptances.

     "Base Rate" shall mean a variable per annum rate of interest (calculated on
      ---------
the basis of actual days elapsed over a 365/366 day year) as shall be in effect
from time to time, which rate per annum shall at all times be equal to the
greater of (a) the rate of interest announced publicly by Fleet in Boston,
Massachusetts from time to time as its prime rate for Dollar loans, such rate to
change when and as such announced rate changes; or (b) one-half percentage point
( 1/2 %) above the Federal Funds Rate.  The prime rate is a reference rate and
does not necessarily represent the lowest or best rate being charged to any
customer of Fleet.

     "Base Rate Advance" shall mean any portion of the Revolving Loans which is
      -----------------
not a LIBOR Advance or a Bankers' Acceptance Advance.

     "Borrower's Certificate" shall have the meaning set forth in (S) 2.5(a)
      ----------------------
hereof.

     "Borrower" shall have the meaning set forth in the Preamble hereto.
      --------

                                       2
<PAGE>

     "Business Day" shall mean (a) for those portions of the Revolving Loans
      ------------
constituting Base Rate Advances or Bankers' Acceptance Advances, any day other
than a Saturday, Sunday or other day on which banks in Toronto, Canada are
authorized or required to close; and (b) for those portions of the Revolving
Loans constituting LIBOR Advances, the days described in the immediately
preceding subclause (a) for the definition of Business Day, but excluding
therefrom any day on which commercial banks are not open for dealings in Dollars
in the London (England, U.K.) interbank market.

     "CCQ" shall mean the Civil Code of Quebec.
      ---

     "CAN Dollars" and "CD$"  shall mean lawful currency of Canada.
      -----------       ---

     "CAN Plan" means at any time an employee benefit, pension, retirement or
      --------
other equivalent or analogous plan or program established or maintained by, for,
or on behalf of the Borrower and any Affiliate of the Borrower domiciled in
Canada, including, without limitation, the Plans set forth in Schedule 1-a
hereto.

     "Canadian Insolvency Laws" means the Bankruptcy and Insolvency Act
      ------------------------
(Canada), the Companies' Creditors Arrangement Act (Canada) and the Winding-up
and Restructuring Act (Canada), as now or hereafter in effect, or any successor
thereto and any other Applicable Law in Canada relating to liquidation, winding
up, reorganization, arrangement, adjustment, protection, relief or composition
of a borrower or its debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors.

     "Capital Lease" of any Person shall mean any lease of any property (whether
      -------------
real, personal or mixed) by that Person as lessee which, in conformity with
GAAP, is, or is required to be, accounted for as a capital lease on the balance
sheet of such Person.

     "Capitalized Lease Obligations" of any Person shall mean, at any time, all
      -----------------------------
obligations under Capital Leases of such Person in each case taken at the amount
thereof accounted for as liabilities at such time in accordance with GAAP.

     "CDOR Rate" means, for each day in any period , the annual rate of interest
      ---------
that is the rate based on an average rate applicable to CAN Dollar bankers'
acceptances accepted by the Lender for a term equal to the term of the relevant
Interest Period appearing on the "Reuters Screen CDOR Page" (as defined in the
International Swaps and Derivatives Association, Inc. definitions, as modified
and amended from time to time) at approximately 8:00 a.m. (Local Time), on such
date, or if such date is not a Business Day, on the immediately preceding
Business Day, provided that if such rate does not appear on the Reuters Screen
CDOR Page on such date as contemplated, then the CDOR Rate on such date shall be
the arithmetic average of the Discount Rate quoted by each Schedule I Reference
Bank (meaning thereby the banks listed in Schedule I of the Bank Act (Canada))
(determined by the Lender as of 8:00 a. m. Local Time on such date) which would
be applicable to CAN Dollar bankers' acceptances quoted by the Schedule I
Refernce Banks as of 8:00 a.m. (Local Time) on such date or, if such date is not
a Business Day, on the immediately preceding Business Day.

                                       3
<PAGE>

     "Change of Control" shall mean (a) any Person or group of Persons (within
      -----------------
the meaning of Section 13 or 14 of the Securities Exchange Act of 1934) shall
have acquired beneficial ownership (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934) of 50% or more of the outstanding shares of
common stock of the Parent, or (b) a majority of the Parent's board of directors
is not comprised of Continuing Directors, or (c) the Borrower shall not be a
wholly owned Subsidiary (directly or indirectly) of the Parent.

     "Change of Law" shall mean any law, treaty, order, directive or regulation
      -------------
or the interpretation thereof or any ruling, decree, judgment or recommendation,
or any request, guideline or directive (whether or not given the force of law)
in any case adopted, issued or effective after the Closing Date, or any change,
adopted, effective or issued after the Closing Date of any of the foregoing (and
including in any event all risk based capital guidelines heretofore adopted by
any banking regulatory agency, domestic or foreign, to the extent that any
provision contained therein does not have to be complied with as of the date
hereof), by any regulatory body, court or any administrative or Governmental
Body charged or claiming to be charged with the administration thereof.

     "Claims" shall have the meaning set forth in (S)12.20 hereof.
      ------

     "Closing Date" shall mean the date and time that all conditions precedent
      ------------
to the effectiveness of this Agreement have been satisfied or waived by the
Lender.

     "Commitment" shall mean the commitment of the Lender hereunder to make
      ----------
Revolving Loans and to issue Letters of Credit, which commitment is in the
amount of $65,000,000 or the Dollar Equivalent thereof in CAN Dollars, as such
amount may be reduced from time to time pursuant to the provisions of (S)(S) 2.7
and 11.1 hereof.

     "Confidential Information" shall have the meaning set forth in (S) 12.18
      ------------------------
hereof.

     "Contingent Obligations" of any Person shall mean any direct or indirect
      ----------------------
liability, of such Person (i) with respect to any indebtedness, lease, dividend,
letter of credit or other obligation of another if the primary purpose or intent
by the Person incurring such liability is to provide assurance to the obligee of
such obligation of another that such obligation of another will be paid or
discharged, or that any agreements relating thereto will be complied with, or
that the holders of such obligation will be protected (in whole or in part)
against loss in respect thereof; (ii) under any letter of credit issued for the
account of such Person or for which such Person is otherwise liable for
reimbursement thereof; (iii) net obligations under any Hedge Agreement; or (iv)
to advance or supply funds or otherwise to assure or hold harmless the owner of
a primary obligation against loss in respect thereof.  Contingent Obligations
shall include, without limitation, (a) the direct or indirect guarantee,
endorsement (otherwise than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such
Person of the obligation of another, and (b) any liability of such Person for
the obligations of another through any agreement (contingent or otherwise) (i)
to purchase, repurchase or otherwise acquire such obligation or any security
therefor, or to provide funds for

                                       4
<PAGE>

the payment or discharge of such obligation (whether in the form of loans,
advances, stock purchase, capital contributions or otherwise); (ii) to maintain
the Solvency or any balance sheet item, level of income or financial condition
of another; (iii) to make take-or-pay or similar payments if required regardless
of non-performance by any other party or parties to an agreement, if in the case
of any agreement described under subclauses (i) or (ii) of this sentence the
primary purpose or intent thereof is as described in the immediately preceding
sentence. The amount of any Contingent Obligation shall be equal to the amount
of the obligation so guaranteed or otherwise supported.

     "Continuing Director" means a member of the Parent's board of directors who
      -------------------
either (i) was a member of such board prior to the date hereof and continuously
thereafter or (ii) became a member of such board after the date hereof and whose
election or nomination for election was approved by a vote of the majority of
the Continuing Directors then members of such board.

     "Credit Parties" shall mean and include the Borrower and the Guarantors.
      --------------

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

     "Discount Proceeds" means, for any Banker's Acceptance, an amount (rounded
      -----------------
up to the nearest whole cent, and with one-half of one cent being rounded up)
calculated on the date of a borrowing hereunder by multiplying

          (i)   the face amount of the Bankers' Acceptance; by

          (ii)  the quotient of one divided by the sum of one plus the product
                of

                (A)  the Discount Rate (expressed as a decimal) applicable to
                     such Bankers' Acceptance, multiplied by

                (B)  a fraction, the numerator of which is the Interest Period
                     of the Bankers' Acceptance and the denominator of which is
                     365,

                with such quotient being rounded up or down to the nearest fifth
                decimal place, and with .000005 being rounded up.

     "Discount Rate" means on any day, the lesser of (A) the CDOR Rate plus 10
      -------------
basis points (0.10%), and (B) the discount rate (as determined by the Lender in
good faith) quoted by the Lender as the percentage discount rate at which the
Lender would, in accordance with its normal market practices, at or about 10:00
a.m. (Local Time) on such date, be prepared to purchase bankers' acceptances
having a face amount and terms comparable to the face amount and term of such
Bankers' Acceptance.

     "Dollars" or "$" means dollars in lawful currency of the United States of
      -------      -
America.

                                       5
<PAGE>

     "Dollar Equivalent" shall mean, on any particular date, with respect to any
      -----------------
amount denominated in Dollars, such amount of Dollars, and with respect to any
amount denominated in a currency other than Dollars, the amount (as conclusively
ascertained by the Lender in the absence of manifest error) of Dollars which
could be purchased by the Lender (in accordance with its normal banking
practices) in the London foreign currency deposit markets with such amount of
such currency at the spot rate of exchange prevailing at or about 11:00 a.m.
(London time) on such day.

     "Environmental Law" shall mean applicable provisions of the Environment
      -----------------
Quality Act (Quebec) and regulations adopted thereunder, Transportation of
Dangerous Goods Act (Canada), the Environmental Protection Act (Ontario),
Transportation of Dangerous Goods Regulation (Canada), Transportation of
Dangerous Substances Regulation (Quebec), Canadian Environmental Protection Act
(Canada) and any other Applicable Laws, regulating, relating to or imposing
liability or standards of conduct concerning the manufacture, processing,
distribution, use, treatment, handling, storage, disposal, or transportation of
Hazardous Materials, or air emissions, effluent discharges, the release,
emission, deposit, discharge, leaching, migration, discharges to surface or
ground water, spill of any substance into the environment or otherwise
concerning the protection of the outdoor or indoor environment.

     "Event of Default" shall have the meaning set forth in (S)11.1 hereof.
      ----------------

     "Excluded Claims" shall have the meaning set forth in (S)12.20 hereof.
      ---------------

     "Excluded Taxes" shall mean any taxes (including franchise taxes) imposed
      --------------
by Canada or any political subdivision of Canada on the Lender solely as a
result of the Lender's (i) carrying on or having carried on a trade or business
in Canada or having a permanent establishment in Canada; (ii) being or having
been organized under the laws of Canada or any political subdivision of Canada;
or (iii) being or having been resident or deemed resident in Canada for income
tax purposes; but does not include Other Taxes as described in (S)2.16(c).

     "Facility Fee" shall have the meaning set forth in (S)2.9 hereof.
      ------------

     "Federal Funds Rate" shall mean, for any day, the rate per annum (rounded
      ------------------
upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day, provided, that (i) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (ii) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate quoted to Fleet on
such day on such transactions as determined by Fleet.

     "Fiscal Year" shall mean, with respect to the Parent and the Borrower, a
      -----------
period beginning on August 1st in each calendar year and ending on the next
following July 31st in the succeeding calendar year.

                                       6
<PAGE>

     "Fleet" shall mean Fleet National Bank, a United States national bank
      -----
having a place of business in Boston, Massachusetts, and its successors.

     "Fleet Credit Agreement" shall mean the Credit Agreement dated as of the
      ----------------------
date hereof among the Parent, the Borrowers thereunder, the Lenders party
thereto, Fleet as Administrative Lender, BNP Paribas, as Syndication Lender,
Bank of America National Association, as Documentation Lender, Fifth Third Bank,
J.P. Morgan, Mellon Bank and National City Bank, as Managing Lenders, and Fleet
Securities, as Arranger, as amended and in effect from time to time.

     "GAAP" shall have the meaning set forth in (S) 1.4 hereof.
      ----

     "Governmental Body" shall mean any (a) Canadian federal, provincial, or
      -----------------
local governmental authority, or (b) regulatory body, any subdivision, agency,
commission or authority of the foregoing, or any quasi-governmental body
exercising any governmental regulatory authority thereunder, and any Person
directly or indirectly owned by and subject to the control of any of the
foregoing, or any court, arbitrator or other judicial or quasi-judicial
tribunal.

     "Gross Up Payments" shall have the meaning set forth in (S)2.16(a) hereof.
      -----------------

     "Guarantor(s)" shall mean the Parent and Cable Design Technologies, Inc., a
      ------------
Washington corporation.

     "Guaranty" shall have the meaning set forth in (S) 4.1 hereof.
      --------

     "Hazardous Material" shall mean any pollutant, contaminant, hazardous,
      ------------------
toxic or special waste, substance or material, defined or regulated as such in
(or for purposes of) any Environmental Law, or which is likely to have an
adverse effect on the environment or risk to human health or safety, including
(without limitation) any asbestos, any petroleum (including crude oil or any
fraction), any radioactive substance and any polychlorinated byphenyls;
provided, in the event that any Environmental Law is amended so as to broaden
the meaning of any term defined thereby, such broader meaning shall apply
subsequent to the effective date of such amendment; and provided, further, to
the extent that the Applicable Laws of Canada or any province establish a
meaning for "hazardous material," "hazardous substance," hazardous waste,"
"solid waste," "contaminant," "pollutant," or "toxic substance" which is broader
than that specified in any Environmental Law, such broader meaning shall apply.

     "Hedge Agreement" shall have the meaning set forth in clause (v) of the
      ---------------
definition of Indebtedness.

     "Holding Company" shall mean a wholly owned Subsidiary of the Borrower,
      ---------------
which is formed solely to hold the capital stock or other equity interests in an
one or more Acquired Persons and which has no material liabilities of whatever
nature (other than intercompany loans related to the acquisition of the Acquired
Person).

                                       7
<PAGE>

     "Indebtedness" of any Person shall mean (without duplication) (i) all
      ------------
Indebtedness for Borrowed Money of such Person; (ii) any liability of such
Person secured by any Lien on property owned or acquired by such Person, whether
or not such liability shall have been assumed; (iii) all Contingent Obligations
of such Person; (iv) letters of credit and all obligations of such Person
relating thereto; and (v) all obligations (other than obligations to pay fees in
connection therewith) of such Person in respect of interest rate swap
agreements, currency swap agreements and other similar agreements designed to
hedge against fluctuations in interest rates or foreign exchange rates with the
Lender or Affiliate of the Lender (each, a "Hedge Agreement"), provided that,
                                                               -------------
for purposes of this Agreement, the amount of outstanding Indebtedness under a
Hedge Agreement at any time shall be the net termination obligations of such
Person under such Hedge Agreement, calculated as if such Hedge Agreement were
terminated as of such date.

     "Indebtedness for Borrowed Money" of any Person shall mean, without
      -------------------------------
duplication, all Indebtedness for borrowed money or evidenced by notes,
debentures or similar evidences of Indebtedness of such Person, all obligations
of such Person for the deferred and unpaid purchase price of any property,
service or business (other than trade accounts payable incurred in the ordinary
course of business and constituting current liabilities), all obligations of
such Person under any letter of credit issued for the account of such Person or
for which such Person is otherwise liable for reimbursement thereof, and all
obligations of such Person under Capital Leases.

     "Indemnified Party" shall have the meaning set forth in (S)12.20 hereof.
      -----------------

     "Initial LIBOR Office" shall mean the branch or Affiliate of the Lender
      --------------------
that shall be making or maintaining LIBOR Rate Advances.

     "Interest Payment Date" shall mean, with respect to (a) each Base Rate
      ---------------------
Advance, the first day of each calendar quarter, (b) each LIBOR Advance, the
last day of the Interest Period for such LIBOR Advance; provided, however, that
                                                        -----------------------
with respect to each Interest Period for any LIBOR Advance of a duration of
three or more months, the Interest Payment Date with respect to such LIBOR
Advance shall include, in addition to the last day of such Interest Period, each
day which occurs every three months after the initial date of such Interest
Period, and (c) each Bankers' Acceptance Advance, the first day of the Interest
Period for such Bankers' Acceptance Advance.

     "Interest Period" shall mean, with respect to each LIBOR Advance initially,
      ---------------
the period commencing on, as the case may be, the borrowing or conversion date
with respect to such LIBOR Advance, and ending one, two, three or six months
thereafter (or, to the extent available and reasonably acceptable to the Lender,
such other periods not exceeding six months), as selected by the Authorized
Representative of the Borrower; and thereafter, each period commencing on the
last day of the next preceding Interest Period applicable to such LIBOR Advance,
and ending one, two, three or six months thereafter (or, to the extent available
and reasonably acceptable to the Lender, such other periods not exceeding six
months), as selected by the Authorized Representative of the Borrower; and with
respect to each Bankers' Acceptance

                                       8
<PAGE>

Advance, initially the period commencing on, as the case may be, the borrowing
or conversion date with respect to such Bankers' Acceptance Advance, and ending
30, 60, 90, or 180 days thereafter (or, to the extent available and reasonably
acceptable to the Lender, such other periods not exceeding 180 days), in each
case excluding days of grace as that term is defined in the Bills of Exchange
Act (Canada), as selected by the Borrower; and thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to
such Bankers' Acceptance Advance and ending 30, 60, 90, or 180 days thereafter
(or, to the extent available and reasonably acceptable to the Lender, such other
periods not exceeding 180 days), in each case excluding days of grace as that
term is defined in the Bills of Exchange Act (Canada), as selected by the
Borrower;

provided, however, that no Interest Period may be selected for a LIBOR Advance
or Bankers' Acceptance Advance which expires later than the Maturity Date; and
provided, further, that any Interest Period in respect of a LIBOR Advance or
Bankers' Acceptance Advance which begins on the last Business Day of a calendar
month (or on a day which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall, subject to the
foregoing proviso, end on the last Business Day of a calendar month; and
provided further, that if any Interest Period would otherwise end on a day which
is not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day, unless the result of such extension would be to extend
such Interest Period into another calendar month, in which event such Interest
Period shall end on the immediately preceding Business Day; and provided
further, that there shall be outstanding at any one time no more than ten
Interest Periods for LIBOR Advances and Bankers' Acceptance Advances in the
aggregate.  Notwithstanding the above, all Interest Periods shall be adjusted in
accordance with (S)12.11 hereof.

     "Investment" shall have the meaning set forth in (S) 7.3 hereof.
      ----------

     "Issuing Lender" shall mean the Lender.
      --------------

     "Lender" shall have the meaning set forth in the Preamble hereto.
      ------

     "Lender Debt" shall mean and include all Revolving Loans and other
      -----------
Indebtedness owing at any time by the Borrower or any of its Subsidiaries to the
Lender (including, without limitation, all principal, interest, Letter of Credit
reimbursement obligations, fees, indemnities, costs (including, without
limitation, reasonable attorneys' fees), charges and other amounts payable under
Hedge Agreements, the Letter of Credit Agreements, or in respect of the Letters
of Credit issued for the account of the Borrower or its Subsidiaries), arising
under or in connection with this Agreement or any of the other Loan Documents,
in each instance, whether absolute or contingent, secured or unsecured, due or
not, arising by operation of law or otherwise, and all interest and other
charges thereon, including, without limitation, post-petition interest, at the
applicable rates provided in this Agreement, whether or not such interest is an
allowable claim in a proceeding under Canadian Insolvency Laws, or otherwise,
involving the Borrower or any of its Subsidiaries.

                                       9
<PAGE>

     "Letter of Credit" and "Letters of Credit" shall mean documentary and/or
      ----------------       -----------------
standby letters of credit and all bank guarantees or similar instruments issued
by the Issuing Lender for the account of the Borrower pursuant to (S)3.1 hereof.

     "Letter of Credit Agreement" shall mean an application and agreement, as
      --------------------------
amended, modified or supplemented from time to time, with respect to the
issuance and reimbursement of and otherwise with respect to a Letter of Credit,
in form and substance satisfactory to the Issuing Lender.

     "Letter of Credit Usage" shall mean, at any time, (a) the aggregate undrawn
      ----------------------
amount at such time of all outstanding Letters of Credit issued for the benefit
of the Borrower and its Subsidiaries, plus (b) the aggregate amount of
unreimbursed drawings at such time under Letters of Credit issued for the
benefit of the Borrower and its Subsidiaries.

     "LIBOR Advance" shall mean that portion of any Revolving Loan designated to
      -------------
bear interest based upon the LIBOR Rate as provided in Section 2 hereof.

     "LIBOR Rate" shall mean, for any Interest Period for any LIBOR Advance, an
      ----------
interest rate per annum (calculated on the basis of actual days elapsed over a
360-day year) as determined on the basis of the offered rates for Dollar
deposits of amounts and in funds comparable to the principal amount of such
LIBOR Advance requested by the Borrower for which the LIBOR Rate is being
determined with maturities comparable to the Interest Period for which such
LIBOR Rate will apply, which appears on Telerate page 3750 as of 11:00 A.M.
(London time) on the day that is two Business Days prior to the commencement of
such Interest Period, provided that if the rate described above does not appear
                      -------------
on the Telerate System on any applicable interest determination date, the LIBOR
Rate shall be the rate for Dollar deposits of amounts and in funds comparable to
the principal amount of such LIBOR Advance requested by the Borrower for which
the LIBOR Rate is being determined with maturities comparable to the Interest
Period for which such LIBOR Rate will apply on the Reuters Page "LIBO" (or such
other page as may replace the "LIBO Page" on that service for the purpose of
displaying such rates) as of 11:00 A.M. (London time) on the day that is two
Business Days prior to the commencement of such Interest Period.

     "Lien" shall mean any lien, mortgage, hypothec, pledge, security interest,
      ----
"prior claim" within the meaning of the CCQ, or other type of charge, assignment
for the purpose of security, right of offset, or encumbrance of any kind under
Applicable Law, or any other type of preferential arrangement under Applicable
Law, including, without limitation, the lien, or retained security title of a
conditional vendor or lessor or pursuant to a conditional sales agreement, and
any easement, right of way or other encumbrance on title to real property and
any financing statement filed in respect of any of the foregoing.  For the
purposes of this Agreement, the Borrower shall be deemed to be the owner of any
property which it has placed in trust for the benefit of the holder of
Indebtedness of the Borrower which Indebtedness is deemed to be extinguished
under GAAP but for which the Borrower remains legally liable, and such trust
shall be deemed to be a Lien.

                                       10
<PAGE>

     "Loan Documents" shall mean this Agreement, each Guaranty, each Letter of
      --------------
Credit, each Letter of Credit Agreement, each Borrower's Certificate, each Hedge
Agreement, and each other document or instrument now or hereafter executed and
delivered to the Lender by the Borrower or any Guarantor pursuant to or in
connection herewith or therewith.

     "Local Time" means the time at the office of the Lender in Toronto, Canada.
      ----------

     "Material Adverse Change" shall mean, with respect to any Person, a
      -----------------------
material adverse change in such Person's and its Subsidiaries' business,
operations, liabilities, assets, properties, prospects or condition, financial
or otherwise, taken as a whole.

     "Material Adverse Effect" shall mean, (a) with respect to any Person, (i) a
      -----------------------
material adverse effect, taken as a whole, on such Person's and its
Subsidiaries' business, operations, liabilities, assets, properties, prospects
or condition (financial or otherwise) or (ii) the impairment of the ability of
such Person to perform its obligations under any Loan Document to which it is a
party, or (b) the impairment of the ability of the Lender to enforce or collect
any of the Lender Debt.

     "Maturity Date" shall mean December 2, 2004.
      -------------

     "Maximum Permissible Rate" shall have the meaning set forth in (S)2.24
      ------------------------
hereof.

     "Minimum Loan Amount" shall have the meaning set forth in (S)2.3 hereof.
      -------------------

     "Net Proceeds" shall mean, with respect to any issuance of any equity
      ------------
securities by any Person (except proceeds in connection with a purchase of stock
by employees, officers, or directors of the Parent, the Borrower or their
Subsidiaries upon the exercise of stock options), the aggregate amount of cash
proceeds after a reasonable estimate of taxes payable in connection therewith,
and payment of associated fees and expenses (including, without limitation,
reasonable fees and expenses of counsel, accountants, appraisers, and any
reasonable underwriter's discount) received or receivable by such Person from
such issuance, and cash proceeds paid from time to time with respect to any
promissory note or other instrument or security delivered in connection with any
such issuance.

     "Other Taxes" shall have the meaning set forth in (S)2.16(c) hereof.
      -----------

     "Parent" shall mean Cable Design Technologies Corporation, a Delaware
      ------
corporation.

     "Payment Office" shall have the meaning set forth in (S)2.5(c) hereof.
      --------------

     "Permitted Acquisitions" shall have the meaning set forth in the Fleet
      ----------------------
Credit Agreement as if the Borrower were a "Credit Party" thereunder.

     "Permitted Indebtedness" shall have the meaning set forth in (S)7.2 hereof.
      ----------------------

                                       11
<PAGE>

     "Permitted Liens" shall have the meaning set forth in (S)7.1 hereof.
      ---------------

     "Person" shall mean an individual, a corporation, an association, a joint
      ------
stock company, a business trust, a partnership, a trust, a limited liability
company, an unlimited liability company, a joint venture, a trade or business,
an unincorporated organization or other entity, or a government or any agency or
political subdivision thereof or any other entity of whatever nature.

     "PPSA" means, unless otherwise provided in this Agreement, the Personal
      ----
Property Security Act (Ontario), or, where the context requires, the legislation
of other provinces or territories in Canada relating to security in personal
property generally, including accounts receivable, as adopted by and in effect
from time to time in such provinces or territories in Canada, as applicable.

     "Prime Rate" shall mean a fluctuating interest rate per annum (calculated
      ----------
on the basis of actual days elapsed over a 365 or 366 day year, as applicable)
as shall be in effect from time to time, which rate per annum shall at all times
be equal to the rate of interest announced publicly by the Lender from time to
time as its reference rate then in effect for determining interest rates for
commercial loans in CAN Dollars made by the Lender in Canada, such rate to
change when and as such announced rate changes.

     "Prior Agreement" shall mean the Credit Agreement dated April 10, 1997
      ---------------
among the the Guarantors, the Borrower, XENO Verwaltungsesellschaft mbH, the
Lenders party thereto, Paribas, Zweigniederlassung, as Fronting Bank, and Fleet
National Bank, Paribas, Paribas Bank of Canada, Bank of America N.A. and Bank of
America Canada, as Co-Agents, as amended and in effect.

     "Regulation D" shall mean Regulation D of the Board as from time to time in
      ------------
effect and any successor to all or a portion thereof establishing reserve
requirements.

     "Revolving Loan(s)" shall have the meaning set forth in (S)2.1 hereof and
      -----------------
shall include, without limitation, Bankers' Acceptance Advances.

     "Solvent" and "Solvency" shall mean, with respect to any Person on a
      -------       --------
particular date, that on such date, (a) the fair salable value of the assets of
such Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person; and (b) the present fair
salable value of the assets of such Person is not less than the amount that will
be required to pay the probable liability of such Person on its debts as they
become absolute and matured; and (c) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay such debts and liabilities as they mature; and (d) such Person is
not engaged in business or a transaction, and is not about to engage in business
or a transaction, for which such Person's property would constitute an
unreasonably small capital.

     "Subsidiary" of any Person shall mean (a) any corporation of which more
      ----------
than fifty percent (50%) of the issued and outstanding securities having
ordinary voting power for the election of directors is owned or controlled,
directly or indirectly, by such Person and/or by one

                                       12
<PAGE>

or more of its Subsidiaries, and (b) any partnership in which such Person and/or
one or more Subsidiaries of such Person shall have a general partnership
interest or any other interest (whether in the form of voting or participation
in profits or capital contribution), in each case, of more than fifty percent
(50%).

     "Supporting Letter of Credit" shall mean a Letter of Credit issued for the
      ---------------------------
benefit of the Lender by Fleet at the request of the Parent under the Fleet
Credit Agreement in an amount equal to $65,000,000 and provided to the Lender as
collateral for the Lender Debt, and all amendments, modifications, extensions
and renewals thereof.

     "Tax Credit" shall have the meaning set forth in (S)2.16(e) hereof.
      ----------

     "Total Borrowings" of a Person at any time shall mean the aggregate
      ----------------
Indebtedness for Borrowed Money of such Person and its Subsidiaries at such
time.

     "Written Notice" and "in writing" shall mean any form of written
      --------------
communication or a communication by means of electronic mail, telecopier device,
telegraph or cable.

1.2. Terms Defined in the PPSA.  Each term defined in the PPSA and used herein
     -------------------------
shall have the meaning given therein unless otherwise defined herein.

1.3. Computation of Time Periods.  In this Agreement in the computation of
     ---------------------------
periods of time from a specified date to a later specified date, the word "from"
shall mean "from and including" and the words "to" and "until" each shall mean
"to but excluding."

1.4. Accounting Terms.  (a)  All accounting terms not specifically defined
     ----------------
herein shall be construed, as to a specific Person, in accordance with GAAP. As
used in this Agreement, GAAP shall mean generally accepted accounting principles
in the United States, Canada or such other jurisdiction which is applicable to
such Person, as the case may be, consistent with those applied in the
preparation of the financial statements of such Person, respectively.

          (b) If any changes in accounting principles from those used in the
preparation of the financial statements referred to in (S)5.6(a) hereof are
hereafter occasioned by promulgation of rules, regulations, pronouncements or
opinions by or are otherwise required by the Financial Accounting Standards
Board, the American Institute of Certified Public Accountants or the Canadian
Institute of Chartered Accountants, or any other similar applicable board (or
successors thereto or agencies with similar functions), and any of such changes
results in a change in the method of calculation of, or affects the results of
such calculation of, any of the financial covenants, standards or terms found
herein, then the parties hereto agree to enter into and diligently pursue
negotiations in order to amend such financial covenants, standards or terms so
as to equitably reflect such changes, with the desired result that the criteria
for evaluating a Credit Party's financial condition and results of operations
shall be the same after such changes as if such changes had not been made.
Except for changes in accounting principles that are required by the Financial
Accounting Standards Board or the American Institute of Certified Public
Accountants or the Canadian Institute of Chartered Accountants, or any other
similar applicable board (or successors thereto or agencies with similar
functions), no Credit Party shall

                                       13
<PAGE>

adopt any material change in accounting principles from those used in the
preparation of the financial statements referred to in (S) 5.6(a) hereof without
the prior written consent of the Lender.

1.5. Other Provisions Regarding Definitions. (a) The words "hereof," "herein"
     --------------------------------------
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement.

          (a)  The terms defined in this Section 1, unless the context requires
otherwise, will have the meanings applied to them in this Section 1, references
to an "Exhibit," "exhibit," "Schedule" or "schedule" are, unless otherwise
specified, to one of the exhibits or schedules attached to this Agreement and
references to a "section" or "Section" are, unless otherwise specified, to one
of the sections of this Agreement.

          (b)  References to the "date hereof" and the like shall mean and refer
to December 17, 2001.

          (c)  The term "or" is not exclusive.

          (d)  References to the Parent and its Subsidiaries shall mean the
Parent and its Subsidiaries on a consolidated basis unless otherwise specified
and references to the Borrower and its Subsidiaries shall mean the Borrower and
its Subsidiaries on a consolidated basis unless otherwise specified.

          (e)  The words "including" and "in particular" shall be construed as
being by way of illustration or emphasis only and shall not be construed as, nor
shall they take effect as, limiting the generality of the foregoing words.

          (f)  Unless otherwise indicated, references to statutory provisions
shall be construed as references to those provisions as from time to time
replaced, amended or re-enacted and shall include any orders, regulations,
instruments or other subordinate legislation made under the relevant statute.

          (g)  Interest Calculations and Payments.  Unless otherwise stated,
               ----------------------------------
wherever in this Agreement reference is made to a rate of interest "per annum"
or a similar expression is used, such interest will be calculated on the basis
of a calendar year of 365 days or 366 days, as the case may be, and using the
nominal rate method of calculation, and will not be calculated using the
effective rate method of calculation or on any other basis that gives effect to
the principle of deemed reinvestment of interest. All payments of interest to be
made hereunder will be paid both before and after maturity and before and after
default and/or judgment, if any, until payment thereof, and interest will accrue
on overdue interest, if any.

                                       14
<PAGE>

          (h)  Interest Act (Canada).  For the purposes of the Interest Act
               ---------------------
(Canada) and disclosure thereunder, whenever interest to be paid hereunder by
the Borrower is to be calculated on the basis of a year of 360 days or any other
period of time that is less than a calendar year, the yearly rate of interest to
which the rate determined pursuant to such calculation is equivalent is the rate
so determined multiplied by the actual number of days in the calendar year in
which the same is to be ascertained and divided by either 360 or such other
period of time, as the case may be.

      SECTION 2.  REVOLVING LOANS

2.1.  Revolving Loans.  Subject to and upon the terms and conditions herein set
      ---------------
forth, at any time or from time to time on or after the Closing Date and before
the Maturity Date, the Lender agrees to lend to the Borrower and the Borrower
may borrow, repay and reborrow upon notice by the Borrower to the Lender given
in accordance with (S)2.5, such sums in Dollars and/or at the Borrower's option
from time to time in CAN Dollars, as are requested by an Authorized
Representative of the Borrower (each such borrowing, a "Revolving Loan"),
provided that the sum of the outstanding amount of all Revolving Loans (after
-------------
giving effect to all amounts requested) and Letter of Credit Usage then
outstanding shall not at any time exceed the Commitment, and provided further
                                                             --------
that the sum of the outstanding amount of all Revolving Loans (after giving
effect to all amounts requested) and Letter of Credit Usage then outstanding,
and all accrued and unpaid interest and fees shall not at any time exceed the
maximum amount then available to be drawn under the Supporting Letter of Credit.
Each request for a Revolving Loan hereunder shall constitute a representation
and warranty by the Borrower that the conditions set forth in (S)8 and (S)9, in
the case of the initial Revolving Loan, and (S)9, in the case of all other
Revolving Loans, have been satisfied on the date of such request.

2.2.  Reserved.


2.3.  Minimum Advances.  Subject to any limitations contained herein with
      ----------------
respect to the minimum amount of any LIBOR Advance, each Revolving Loan shall be
in an amount equal to CD$500,000 (the "Minimum Loan Amount") or an integral
multiple of CD$100,000 in excess thereof. Each Revolving Loan shall be made on
the date specified in the Written Notice or telephone notice confirmed in
writing as described in (S)2.5 hereof; provided, however, that if the Borrower
shall be deemed to request a Revolving Loan under (S)3.2 hereof, no notice of a
borrowing shall be necessary and such Revolving Loan shall be in an amount equal
to the reimbursement obligation of the Borrower for the drawing made under the
Letter of Credit for which such Revolving Loan is deemed requested.

2.4.  Reserved.

2.5.  Notice of Borrowing; Borrower's Certificate.

                                       15
<PAGE>

          (a)  Except as provided in (S)3.2 hereof, whenever the Borrower
desires to make a borrowing of a Revolving Loan, the Authorized Representative
of the Borrower shall give the Lender, at its address set forth in (S)12.4
hereof, not later than 12:00 noon (Local Time), at least three (or, in the case
of a Revolving Loan which shall be a Base Rate Advance, one) Business Days'
prior Written Notice or telephonic notice from an Authorized Representative
confirmed promptly in writing (which notice shall be irrevocable) of its desire
to make a borrowing of a Revolving Loan. Each notice of borrowing under this
(S)2.5 shall be substantially in the form of Exhibit 2.5(a) hereto (each a
"Borrower's Certificate") and specify the date on which the Borrower desires to
make a borrowing of a Revolving Loan (which in each instance shall be a Business
Day), the amount of such borrowing (stated in either US Dollars or CAN Dollars,
provided that all Bankers' Acceptance Advances shall be only in CAN Dollars),
-------------
whether such borrowing shall be a Base Rate Advance (and if so, the interest
rate for such borrowing will be calculated by reference to the Base Rate if such
borrowing is in Dollars or the Prime Rate if such borrowing is in CAN Dollars),
a LIBOR Advance, or a Bankers' Acceptance Advance or a combination thereof, and
in the case of the selection of a LIBOR Advance or a Bankers' Acceptance
Advance, the proposed Interest Period therefor. If such notice shall be with
respect to a borrowing of a LIBOR Advance or Bankers' Acceptance Advance but
fails to state an applicable Interest Period therefor, then such notice shall be
deemed to be a request for a one-month Interest Period. If (x) the Borrower
shall fail to state in any such notice whether such Loan shall be a Base Rate
Advance, a LIBOR Advance, or a Bankers' Acceptance Advance, or (y) the Borrower
shall be deemed to have made a borrowing of a Revolving Loan pursuant to (S)3.2
hereof, then the Borrower shall be deemed to have selected a Base Rate Advance
in CAN Dollars with interest to be calculated based on the Prime Rate. Subject
to the other provisions of this Agreement, Base Rate Advances, LIBOR Advances,
and Bankers' Acceptance Advances of more than one type may be outstanding at the
same time; provided, however, that LIBOR Advances shall be available for
election by the Borrower only for (i) Revolving Loans of $500,000 or any
integral multiple of $100,000 in excess of $500,000, and (ii) one, two, three
and six month (or, to the extent available, such other periods not exceeding six
months) Interest Periods; and provided further that no more than ten (10)
Interest Periods in the aggregate for Revolving Loans which are LIBOR Advances
and Bankers' Acceptance Advances may be outstanding at any one time.

          (b)  The Borrower shall not be permitted to select a borrowing of a
LIBOR Advance or Bankers' Acceptance Advance in the Borrower's Certificate (x)
to the extent such selection would be prohibited by (S)2.19 or 2.20 hereof, or
(y) if a Default or an Event of Default shall be in existence as of the date of
selection of the applicable Interest Period, or (z) if the Interest Period in
respect thereof ends on a date after the Maturity Date.

                                       16
<PAGE>

          (c)  Except for Revolving Loans made pursuant to (S)3.2 hereof (which
Revolving Loans shall be applied to the reimbursement of drawings under the
Letter of Credit for which such Revolving Loan was made in accordance with such
(S)3.2 hereof) and except as provided in (S)2.5(d) hereof, subject to
satisfaction of all applicable conditions precedent, proceeds of each Revolving
Loan shall be made available to the Borrower by the Lender at the offices of the
Lender as set forth below or such other office as the Lender may from time to
time direct in writing (each, a "Payment Office") (or otherwise as the Borrower
may from time to time specify in writing to the Lender).

          (d)  To the extent that the Borrower requests a Bankers' Acceptance
Advance, the Lender shall purchase the Bankers' Acceptance to be accepted by it
for a price equal to the Discounted Proceeds. The Lender may, at any time, hold,
sell, rediscount or otherwise dispose of any Bankers' Acceptance purchased by
it. The Lender shall make the Discount Proceeds of each Bankers' Acceptance
accepted by it (net of the Acceptance Fee) available to the Borrower at the
Payment Office (or otherwise as the Borrower may from time to time specify in
writing to the Lender).

2.6.  Reserved.

2.7.  Termination and Reduction of Revolving Credit Facility Commitments.  (a)
On the Maturity Date, the Commitment shall be cancelled. Upon such cancellation,
the Revolving Loans (together with all other Lender Debt) shall become, without
further action by any Person, immediately due and payable, together with all
accrued interest thereon to such date plus any fees, premiums, charges or costs
provided for hereunder. In addition, on the Maturity Date, any outstanding
Letters of Credit shall be cancelled or terminated (or cash collateral
satisfactory to the Lender equal to the undrawn amount under all outstanding
Letters of Credit provided to the Issuing Lender) and any unreimbursed drawings
under such Letters of Credit shall be paid in full.

          (b)  The Borrower shall have the right at any time and from time to
time upon one (1) Business Day's prior written notice to the Lender to reduce by
an amount of $10,000,000, or an integral multiple of $1,000,000 in excess
thereof, or terminate entirely the unborrowed portion of the Commitment,
whereupon the Commitment shall be reduced or, as the case may be, terminated.
Upon the effective date of any such reduction or termination, the Borrower shall
pay to the Lender, the full amount of any Facility Fee then accrued with respect
to the reduced amount and the Supporting Letter of Credit shall be reduced to
the amount of the Commitment after giving effect to such reduction.  No
reduction or termination of the Commitment may be reinstated.

                                       17
<PAGE>

2.8.  Evidence of Indebtedness.  The Lender shall open and maintain, in
      ------------------------
accordance with its usual practice, books of account evidencing all Revolving
Loans and all other amounts owing by the Borrower to the Lender hereunder. The
Lender shall also enter in the foregoing accounts details of every Letter of
Credit issued for the account of the Borrower and the Lender shall enter in the
foregoing accounts details of every date of borrowing in respect of each
Revolving Loan and all amounts from time to time owing or paid by the Borrower
to the Lender on its own behalf or on behalf of the Lender hereunder, the amount
of principal, interest and fees payable from time to time hereunder and the
unused portion of the Lender's Commitment available to be drawn down by the
Borrower or in respect of which Revolving Loans may be made in connection with
the reimbursement of the Lender pursuant to calls on a Letter of Credit. The
information entered in the foregoing accounts shall constitute, in the absence
of manifest error, prima facie evidence of the obligations of the Borrower to
the Lender hereunder, the date the Lender made each Revolving Loan available to
the Borrower, the date the Lender issued or was called to honour a Letter of
Credit and the amounts the Borrower has paid from time to time on account of the
principal of and interest on the Revolving Loans and the fees payable by the
Borrower.

2.9.  Facility Fee.    The Borrower shall pay to the Lender a facility fee (the
      ------------
"Facility Fee") which shall accrue from and after the Closing Date until the
date of the expiration, termination or cancellation of the Commitment, payable
quarterly in arrears beginning on December 31, 2001, and on the same day of
every third month thereafter (and on the date of maturity or earlier expiration,
termination or cancellation of the Commitment). The Facility Fee shall be in an
amount equal to the Applicable Margin for Facility Fees multiplied by the
average daily amount during the immediately preceding quarter, or portion
thereof, of the Commitment.

2.10. Interest.

               (a)  Establishment of Rates. The Revolving Loans shall bear
                    ----------------------
interest as follows (i) Revolving Loans made in CAN Dollars, shall bear interest
based upon the Prime Rate, or at the Bankers' Acceptance Rate and shall be
payable in CAN Dollars, or (ii) Revolving Loans made in Dollars, shall bear
interest based upon the Base Rate or the LIBOR Rate and shall be payable in
Dollars, in each case as selected by the Borrower in accordance with the
provisions of (S)2.5 hereof.

                                       18
<PAGE>

               (b)  Interest on LIBOR Advances.  The Borrower shall pay interest
                    --------------------------
on all LIBOR Advances at the aggregate of the LIBOR Rate, for the Interest
Period in effect, plus the Applicable Margin for LIBOR Advances. The Borrower
shall pay interest on the unpaid principal amount of each LIBOR Advance made to
it outstanding from time to time (i) on each Interest Payment Date with respect
to such LIBOR Advance with an Interest Period that does not exceed three months,
(ii) at the end of every three months from the commencement of the applicable
Interest Period with respect to such LIBOR Advance with an Interest Period
longer than three months, (iii) at the date of conversion of such LIBOR Advance
(or portion thereof) to a Base Rate Advance or Bankers' Acceptance Advance, (iv)
at maturity of each such LIBOR Advance, and (v) after maturity of such LIBOR
Advance (whether by acceleration or otherwise) upon demand.

               (c)  Interest on Base Rate Advances.  The Borrower shall pay
                    ------------------------------
interest on all Base Rate Advances at the aggregate of the Prime Rate or the
Base Rate, as applicable, in effect from time to time, plus the Applicable
Margin for Base Rate Advances. Interest on Base Rate Advances shall be payable
quarterly in arrears on the first day of each February, May, August and November
of each calendar year commencing February 1, 2002, upon conversion thereof to a
LIBOR Advance or Bankers' Acceptance Advance and at maturity (whether by
acceleration or otherwise) and thereafter on demand.

               (d)  Acceptance Fees.  The Borrower shall pay the Lender
                    ---------------
forthwith upon the issuance of each Bankers' Acceptance the Acceptance Fee for
such Bankers' Acceptance.

               (e)  Default Interest.  Notwithstanding anything to the contrary
                    ----------------
contained herein, while any Event of Default is continuing, interest on the
Lender Debt due and owing shall be payable on demand at a rate per annum equal
to two percentage points (2%) in excess of the rate then otherwise applicable
hereunder thereto.

               (f)  LIBOR Rate Determination.  The Lender, upon determining the
                    ------------------------
LIBOR Rate for any Interest Period, shall promptly notify by telephone
(confirmed promptly in writing) or in writing the Borrower of such rates. Such
determination shall, in the absence of manifest error, be conclusive and binding
upon the Borrower.

               (g)  Changes in Prime Rate or Base Rate.  After each change in
                    ----------------------------------
the Prime Rate or Base Rate, as applicable,, the Lender shall promptly notify
the Borrower by telephone (confirmed promptly in writing) or in writing of the
date of such change and the new Prime Rate or Base Rate; provided, however, that
the failure of the Lender to so notify the Borrower shall not affect the
effectiveness of such change.

                                       19
<PAGE>

               (h)  Computation of Interest.  Interest on the Revolving Loans,
                    -----------------------
Acceptance Fees and other fees and amounts calculated on the basis of a rate per
annum shall be computed on the basis of actual days elapsed over a (x) 360-day
year for LIBOR Advances, (y) 365-day (or, if applicable, 366-day) year for Base
Rate Advances, and (z) 365-day year for Bankers' Acceptance Advances, and for
fees and other amounts due hereunder. Any rate of interest on the Revolving
Loans which is computed on the basis of the Prime Rate or Base Rate shall change
when and as the Prime Rate or Base Rate changes. If any payment hereunder
becomes due on a day which is not a Business day, the due date of such payment
shall be extended to the next succeeding Business Day, and such extension of
time shall be included in computing interest and fees in connection with such
payment.

                                       20
<PAGE>

2.11.  Conversion of Borrowings; Renewals and Re-Issuances. (a) Unless otherwise
       ---------------------------------------------------
prohibited under (S)2.19 or (S)2.20 hereof, the Borrower may, from time to time
following the Closing Date and prior to the Maturity Date, convert (i) all or a
portion of its outstanding Base Rate Advances to one or more LIBOR Advances in
aggregate amounts of $500,000 or any integral multiple of $100,000 in excess of
$500,000 or Bankers' Acceptance Advances in aggregate amounts of CD$500,000 or
any integral multiple of CD$100,000 in excess of CD$500,000, or (ii) all or a
portion of its outstanding LIBOR Advances to one or more Base Rate Advances or
Bankers' Acceptance Advances, so long as the aggregate principal balance of the
portion of the LIBOR Advances made to the Borrower not being converted, if any,
is $500,000 or an integral multiple of $100,000 in excess of $500,000, or (iii)
all or a portion of the outstanding Bankers' Acceptance Advances to one or more
LIBOR Advances or Base Rate Advances in aggregate amounts of $500,000 or any
integral multiple of $100,000 in excess of $500,000; provided, however, that the
Borrower shall not be entitled to convert any Base Rate Advance, or portion
thereof, to a LIBOR Advance, or Bankers' Acceptance Advance or any LIBOR
Advance, or portion thereof, to a Base Rate Advance or Bankers' Acceptance
Advance, or any Bankers' Acceptance Advance, or portion thereof, to a Base Rate
Advance or LIBOR Advance, unless all accrued interest on the Base Rate Advance,
or portion thereof, or LIBOR Advance or portion thereof, as the case may be, to
be converted through the date of such conversion shall have been paid in full;
and provided further that no more than ten Interest Periods in the aggregate for
Revolving Loans which are LIBOR Advances and Bankers' Acceptance Advances may be
outstanding at any one time. Each conversion by the Borrower of any Loan or
portion thereof (other than a conversion pursuant to (S)2.19 or (S)2.20 hereof)
shall be made not later than 2:00 p.m. (Local Time) on a Business Day on at
least three Business Days' prior Written Notice or telephonic notice from an
Authorized Representative confirmed promptly in writing to the Lender from the
Borrower. Each such notice (which notice shall be irrevocable) shall specify (i)
the date of the conversion and the amount to be converted, (ii) the particular
Revolving Loan, or portion thereof, to be converted, and (iii) in the case of
conversion of any Revolving Loan to a LIBOR Advance or Bankers' Acceptance
Advance, the duration of the Interest Period for such LIBOR Advance or Bankers'
Acceptance Advance. Notwithstanding the above, the Borrower shall not be
permitted to convert any Revolving Loan, or portion thereof, to a LIBOR Advance
or a Bankers' Acceptance Advance if a Default or Event of Default shall have
occurred and be continuing. Except as provided in (S)2.19 or (S)2.20, any
conversion of a LIBOR Advance or Bankers' Acceptance Advance, or portion
thereof, to a Base Rate Advance or a Revolving Loan of any other type shall be
made only on the last day of the Interest Period with respect to such LIBOR
Advance or Bankers' Acceptance Advance.

          (b)  Each renewal by the Borrower of an outstanding LIBOR Advance or
portion thereof (in an amount of $500,000 or integral multiple of $100,000 in
excess of $500,000) or of an outstanding Bankers' Acceptance Advance or  portion
thereof (in an amount of CD$500,000 or integral multiple of CD$100,000 in excess
of CD$500,000) shall be made on notice to the Lender given not later than 2:00
p.m. (Local Time) on the third Business Day prior to the last day of the
Interest Period just ending for such LIBOR Advance or Bankers' Acceptance
Advance. Each notice (which notice shall be irrevocable) by the Borrower of the
renewal of a LIBOR Advance or Bankers' Acceptance Advance or portion thereof,
shall be in writing or by telephone form an Authorized Representative of the
Borrower confirmed promptly

                                       21
<PAGE>

in writing and shall specify (i) the amount of such renewal of the LIBOR Advance
or Bankers' Acceptance Advance or portion thereof and (ii) the duration of the
Interest Period for such renewal; provided, however, that if the Borrower fails
to select the duration of any Interest Period for the renewal of such LIBOR
Advance or Bankers' Acceptance Advance or portion thereof, the duration of such
Interest Period shall be one month. Notwithstanding the above, the Borrower
shall not be entitled to renew a LIBOR Advance or Bankers' Acceptance Advance or
portion thereof, (i) if at any time of the selection of such renewal there shall
exist a Default or an Event of Default, or (ii) to the extent such renewal would
be prohibited by (S)(S)2.19 or 2.20 hereof.

          (c)  Any LIBOR Advance or Bankers' Acceptance Advance, or portion
thereof as to which the Lender shall not have received a proper notice of
conversion or renewal as provided in (S)2.11(a) or 2.11(b) hereof or notice of
payment or prepayment by 2:00 p.m. (Local Time) at least three Business Days
prior to the last day of the Interest Period just ending for such LIBOR Advance
or Bankers' Acceptance Advance shall (whether or not any Default or Event of
Default has occurred) automatically be converted to a Base Rate Advance (with
interest calculated based on the Prime Rate) on the last day of the Interest
Period for such LIBOR Advance or Bankers' Acceptance Advance.

          (d)  In case of a conversion of a Revolving Loan of a different type
into a Bankers' Acceptance, in order to satisfy the continuing liability of the
Borrower to the Lender for the amount of the converted Revolving Loan, the
Borrower shall on the date of conversion pay to the Lender (i) the difference
between the principal amount of the Revolving Loan so converted and the Discount
Proceeds from the Bankers' Acceptance, and (ii) the Acceptance Fee in respect of
the Bankers' Acceptance.

          (e)  In case of a re-issuance of a Bankers' Acceptance in order to
satisfy the continuing liability of the Borrower to the Lender for the face
amount of the maturing Bankers' Acceptance, the Borrower shall on the maturity
date of maturing Bankers' Acceptance pay to the Lender (i) the difference
between the face amount of the maturing Bankers' Acceptance and the Discount
Proceeds from the new Bankers' Acceptance, and (ii) the Acceptance Fee in
respect of the new Bankers' Acceptance.

2.12.  Mandatory Payments.

                                       22
<PAGE>

          (a)  If (i) at the end of any calendar month the Dollar Equivalent of
the sum of the then aggregate outstanding principal amount of the Revolving
Loans plus the Letter of Credit Usage at such time shall exceed the Commitment
at such time (whether as a result of fluctuations in conversion rates or
otherwise), or (ii) at any time, the Dollar Equivalent of the sum of the then
aggregate outstanding principal amount of the Revolving Loans plus the Letter of
Credit Usage at such time shall exceed the Commitment at such time by more than
$100,000 (whether a result of fluctuations in conversion rates or otherwise), or
(iii) at any time, the Dollar Equivalent of the sum of the then aggregate
outstanding principal amount of the Revolving Loans plus the Letter of Credit
Usage, plus accrued and unpaid interest and fees thereon at such time shall
exceed the maximum amount the available to be drawn under the Supporting Letter
of Credit (whether a result of fluctuations in conversion rates or otherwise),
the Borrower shall promptly (and in no event later than three Business Days)
eliminate such excess by paying an amount equal to such excess until the sooner
to occur of (x) the elimination in full of such excess, and (y) the Revolving
Loans are paid in full and, to the extent then necessary to eliminate any
remaining excess after payment in full of the Revolving Loans, by providing cash
collateral satisfactory to the Lender in an amount equal to the remaining excess
for any outstanding Letters of Credit issued pursuant to (S)3.1 hereof, until
there shall have been provided cash collateral equal to the undrawn amount of
all Letters of Credit issued pursuant to (S)3.1 hereof.

          (b)  All prepayments under this (S)2.12 shall be made together with
accrued interest to the date of such prepayment on the principal amount prepaid,
provided, that all such payments shall be subject to payment of any applicable
indemnity obligations pursuant to (S)2.21 hereto.

          (c)  The Borrower shall pay to the Lender on the last day of the
Interest Period of each Bankers' Acceptance an amount equal to the face amount
of such maturing Bankers' Acceptance. In the event that the Borrower fails to
deliver a notice of borrowing in accordance with (S)2.5 or a conversion notice
in accordance with (S)2.11, and fails to make payment to the Lender in respect
of the maturing Bankers' Acceptance, the face amount of the maturing Bankers'
Acceptance shall be deemed converted to a Base Rate Advance (bearing interest
based on the Prime Rate) on the relevant maturity date.

                                       23
<PAGE>

          (d)  Notwithstanding anything contained in this (S)2.12, the Lender
shall not, to the extent requested in writing by the Borrower, apply any
mandatory prepayment under such section to any portion of the Revolving Loan
which constitutes a LIBOR Advance or a Bankers' Acceptance Advance until the
last day of the Interest Period therefor or the earlier maturity of such portion
of such Revolving Loan by acceleration or otherwise, such mandatory prepayment,
until it can be so applied, to be applied to the prepayment of such portion of
the Revolving Loan, as the case may be, comprising Base Rate Advances. If there
shall remain any portion of such mandatory prepayment after payment in full of
such portion of the Revolving Loan constituting Base Rate Advances, then until
any remaining portion of the mandatory prepayment can be applied to the LIBOR
Advances or Bankers' Acceptance Advances, as aforesaid, such remaining portion
of such mandatory prepayment shall be invested and reinvested by and in the name
of the Lender in investments of the type permitted under (S)7.3(b) hereof with
the type and maturity of such investments to be mutually agreed to by the Lender
and the Borrower. All interest earned on such investments shall be for the
account and risk of the Borrower. Interest earned on any portion of principal
applied to a LIBOR Advance or Bankers' Acceptance Advance shall be, so long as
no Default or Event of Default shall have occurred and be continuing, and to the
extent received by the Lender, turned over to the Borrower promptly following
application of such principal to such LIBOR Advance and Bankers' Advances. As
collateral security for the Lender Debt, the Borrower hereby grants to the
Lender a security interest in (x) any such mandatory prepayments and any
investments thereof, including, without limitation, any certificates or
instruments evidencing any such investments, and all claims and choses in action
in respect of the foregoing, (y) any interest or other payment made in respect
of such investments and (z) any and all proceeds of any of the above and all
claims and choses in action in respect of the foregoing. To the extent the
Lender make any such investments, the Borrower hereby authorizes the Lender to
hold any certificate or instrument evidencing such investments.

2.13.  Optional Prepayments. (a) Upon not less than three Business Days' prior
       --------------------
Written Notice to the Lender with respect to Revolving Loans constituting LIBOR
Advances or Bankers' Acceptance Advances and not less than one Business Day's
prior Written Notice to the Lender with respect to Revolving Loans constituting
Base Rate Advances, each Borrower shall have the right from time to time to
prepay in part, without premium, fee or charge (except as provided in (S)2.21
hereof) any Revolving Loans, so long as each such prepayment is in the amount of
$500,000 or an integral multiple of $250,000 in excess thereof (or if the
Revolving Loan is made in CAN Dollars, in the amount of CD$500,000 or an
integral multiple of CD$250,000 in excess thereof), or, if less, the then
aggregate outstanding principal balance of the Revolving Loans to such Borrower,
and so long as, concurrently with the making of any such prepayment, the
Borrower pay any fees, premiums, charges or costs provided for under (S)2.21
hereof.

          (b)  Upon the giving of notice of prepayment, the amount therein
specified to be prepaid shall be due and payable on the date therein specified
for such prepayment, together with all accrued interest thereon to such date
plus any fees, premiums, charges or costs provided for under (S)2.21 hereof.

                                       24
<PAGE>

2.14.  Completion of Forms and Issue of Bankers' Acceptance. The Borrower hereby
       ----------------------------------------------------
irrevocably appoints the Lender as its attorney to sign and endorse on its
behalf, manually or by facsimile or mechanical signature, any Bankers'
Acceptance instrument necessary to enable the Lender to make drawings in the
manner set forth herein. All Bankers' Acceptances signed or endorsed on the
Borrower's behalf by the Lender shall be binding on the Borrower, all as if duly
signed or endorsed and duly issued by proper signing officers of the Borrower.
Furthermore, the Lender is hereby irrevocably appointed the Borrower's attorney
with power and authority to make necessary arrangements for the negotiation,
sale and delivery on the money market, in accordance with normal market
practice, of Bankers' Acceptances accepted by the Lender. The Lender shall not
be liable for any damage, loss or other claim arising by reason of the
exercising by the Lender of such appointment as the Borrower's attorney, except
with respect to the gross negligence or wilful misconduct of the Lender.

2.15.  Certain Waivers Regarding Bankers' Acceptances.

          (a)  The Borrower shall not claim from the Lender any days of grace
for the payment at maturity of any Bankers' Acceptance presented to and accepted
pursuant to this Agreement. The Borrower further waives any defense to payment
which might otherwise exist if for any reason a Bankers' Acceptance shall be
held by the Lender in its own right at the maturity thereof.

          (b)  The obligation of the Borrower with respect to any Bankers'
Acceptance shall be irrevocable and shall not be subject to any qualification or
exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including without
limitation any of the following circumstances:

               (i)  any lack of validity or enforceability of this Agreement,
     any of the Loan Documents, or of any draft issued by the Borrower and
     accepted by the Lender; or

               (ii) the existence of any claim, set-off, defense or other right
     which the Borrower may have at any time against the holder of a Bankers'
     Acceptance, the Lender or any other Person, whether in connection with this
     Agreement or otherwise.

                                       25
<PAGE>

2.16.  Procedures for Payment. (a) Each payment or prepayment hereunder or in
       ----------------------
connection with any Letter of Credit shall be made not later than 11:00 a.m.
(Local Time) on the day when due in Dollars or CAN Dollars (in whichever
currency the applicable Revolving Loan was made or the Letter of Credit
denominated) to the Lender at the Payment Office in immediately available funds,
without counterclaim, offset, claim or recoupment of any kind. Each payment or
prepayment hereunder or in connection with any Letter of Credit shall be made
without setoff or counterclaim and free and clear of, and without deduction for,
any present or future withholding or other taxes, duties or charges of any
nature imposed on such payments or prepayments by or on behalf of any
Governmental Body thereof or therein unless required by law. If any such taxes,
duties or charges, except for Excluded Taxes, are required by law to be deducted
or withheld on any payment or prepayment to the Lender, the Credit Parties will
make additional payments ("Gross Up Payments") in such amounts as may be
necessary so that the net amount received by the Lender, after withholding or
deduction for or on account of all such taxes, duties or charges, including any
withholding or any deductions applicable to additional sums payable under this
(S)2.16, will be equal to the amount provided for herein if no deduction or
withholding had been made. Whenever any such taxes, duties or charges are
payable by, or any withholding or deductions in respect of taxes are required to
be made by, the Credit Parties with respect to any payments or prepayments
hereunder, the Credit Parties shall account for such taxes, duties or charges,
or make such required deductions or withholding and pay the full amount deducted
or withheld to the relevant taxing authority in accordance with Applicable Law
and shall furnish promptly to the Lender information, including certified copies
of official receipts evidencing payment of any such taxes, duties or charges so
accounted for, withheld or deducted. If the Credit Parties fail to pay any such
taxes, duties or charges when due to the appropriate taxing authority or fail to
remit to the Lender the required information evidencing payment of any such
taxes, duties or charges so withheld or deducted, the Credit Parties shall
indemnify the Lender for any incremental taxes, duties, charges, interest or
penalties that may become payable by the Lender as a result of any such failure.

          (b)  The Lender hereby represents and warrants that it is a resident
of Canada for purposes of the Income Tax Act (Canada) and that it is
beneficially entitled to the principal, interest and fees payable to it under
the Loan Documents. Each Person that becomes a Lender after the Closing Date by
assignment, promptly upon such assignment, shall deliver to the Borrower a
certificate as to whether such Person is a resident of Canada for purposes of
the Income Tax Act (Canada). If the Lender is not a resident of Canada for
purposes of the Income Tax Act (Canada) or a branch or office of a financial
institution that is named on Schedule III to the Bank Act (Canada) and through
which an "authorized foreign bank" carries on a "Canadian banking business" (as
such terms are defined in the Income Tax Act (Canada), such Person shall not be
entitled to payments under this (S)2.16 with respect to taxes imposed under
Part XIII of the Income Tax Act (Canada).

          (c)  Notwithstanding anything to the contrary contained in this
Agreement, the Borrower agrees to pay any present or future stamp or documentary
taxes, any intangibles tax or any other sales, excise, goods and services, or
property taxes, charges or similar levies now or hereafter assessed that arise
from and are attributed to any payment made hereunder, or from the

                                       26
<PAGE>

execution, delivery of, or otherwise with respect to, this Agreement and any and
all recording fees relating to any Loan Documents securing the Lender Debt
("Other Taxes").

          (d)  The Borrower shall indemnify the Lender for the full amount of
any taxes, duties or charges, including, without limitation, any taxes other
than Excluded Taxes, Other Taxes imposed by any jurisdiction on amounts payable
under this (S)2.16 and any withholding tax under Part XIII of the Income Tax Act
(Canada) duly paid or payable by the Lender and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.
Indemnification payments shall be made within 30 days from the date the Lender
makes written demand therefor.

          (e)  If, following payment by the Borrower of a Gross Up Payment to
the Lender, the Lender obtains a refund of tax or credit against tax (a "Tax
Credit") which is attributable to the Gross Up Payment, upon receipt of the
benefit of such Tax Credit, the Lender shall promptly reimburse the Borrower
such amount of the Tax Credit as the Lender shall have concluded, acting
reasonably, to be the after-tax value to it of the Tax Credit attributable to
the relevant deduction or withholding (but only to the extent it is able to do
so without prejudice to the retention of the Tax Credit). If the relevant Tax
Credit is subsequently reassessed and reduced, disallowed or canceled, the
Borrower shall reimburse to the Lender the amount paid to the Borrower pursuant
to this (S)2.16(e) (or, if less, the amount of such reduction) promptly on
receipt of notice from the Lender of such disallowance or cancellation. Nothing
contained herein shall interfere with the right of the Lender to arrange its tax
affairs in whatever manner it thinks fit or require the Lender to disclose to
the Borrower any information regarding its tax affairs or tax calculations.

          (f)  Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this (S)2.16 shall survive the payment in full of principal, interest, fees and
any other amounts payable hereunder and the termination of this Agreement and
the other Loan Documents indefinitely.

2.17.  Other Fees. The Borrower shall pay the Lender such closing and other fees
       ----------
as the Borrower and the Lender may agree from time to time.

                                       27
<PAGE>

2.18.  Increased Costs. In the event of any change in conditions or any Change
       ---------------
of Law which: (i) subjects the Lender or any branch or Affiliate of the Lender
to any tax, duty or other charge with respect to such share of any Revolving
Loans (other than Excluded Taxes); or (ii) changes the basis of taxation of
payments to the Lender or any branch or Affiliate of the Lender of principal of
and/or interest on the Revolving Loans and/or other fees and amounts payable
hereunder with respect thereto (other than Excluded Taxes); or (iii) imposes,
modifies or deems applicable any reserve, deposit or similar requirement against
any assets held by, deposits with or for the account of, or Revolving Loans or
commitments by, an office of the Lender or any branch or Affiliate of the
Lender; or (iv) imposes upon the Lender or any branch or Affiliate of the Lender
any other condition with respect to the Revolving Loans or this Agreement; and
the result of any of the foregoing is to increase the actual cost by an amount
the Lender deems to be material to the Lender or any branch or Affiliate of the
Lender of making, funding or maintaining the Revolving Loans hereunder, or to
reduce the amount of any payment (whether of principal, interest, or otherwise)
received or receivable by the Lender or any branch or Affiliate of the Lender,
or to require the Lender or any branch of Affiliate of the Lender to make any
payment, in each case by or in an amount which the Lender in its sole judgment
deems material, then and in any such case: (1) the Lender shall promptly notify
the Borrower in writing of the happening of such event; (2) the Lender shall
promptly deliver to the Borrower a certificate stating the change which has
occurred, or the reserve requirements or other conditions which have been
imposed on the Lender or branch or Affiliate of the Lender, or the request,
directive or requirement with which it has complied, together with the date
thereof, the amount of such increased cost, reduction or payment and the way in
which such amount has been calculated; and (3) the Borrower shall pay to the
Lender, on demand, such an amount or amounts as will compensate the Lender or
its branch or Affiliate for such additional cost, reduction or payment. The
certificate of the Lender as to the additional amounts payable pursuant to this
(S)2.18 delivered to the Borrower shall in the absence of manifest error be
conclusive of the amount thereof. The Lender agrees to use reasonable efforts to
avoid or minimize the payment by the Borrower of any additional amounts under
this (S)2.18, including, without limitation, by the designation of another
branch or Affiliate of the Lender from which the Lender could make the Revolving
Loans so long as such designation is not disadvantageous to the Lender as
reasonably determined by the Lender. The protection of this (S)2.18 shall be
available to the Lender regardless of any possible contention of invalidity or
inapplicability of the law, regulation, treaty, order, directive, interpretation
or condition which has been imposed.

                                       28
<PAGE>

2.19.  Change of Law Rendering LIBOR Advances Unlawful. (a) Notwithstanding
       -----------------------------------------------
anything to the contrary herein contained, in the event that any Change of Law
makes it unlawful for the Lender to fund any portion of a LIBOR Advance or to
give effect to its obligations as contemplated hereby with respect to LIBOR
Advances, the Lender shall, upon the happening of such event, notify the
Borrower thereof in writing stating the reason therefor, and the obligation of
the Lender to allow conversion to or selection or renewal with respect to any
LIBOR Advance by the Borrower shall, upon the happening of such event, forthwith
be suspended for the duration of such illegality and during such illegality the
Lender shall fund all Revolving Loans as Base Rate Advances and there shall be
no renewal of, or conversion to, any LIBOR Advance. If and when such illegality
ceases to exist, such suspension shall cease and the Lender shall similarly
notify the Borrower.

          (b)  Notwithstanding anything to the contrary contained herein, in the
event that any Change of Law shall make it commercially impracticable or
unlawful for the Lender to continue in effect the funding of any portion of a
LIBOR Advance previously made by it hereunder and then outstanding, the Lender
shall, upon the happening of such event, notify the Borrower thereof in writing
stating the reasons therefor, and the LIBOR Advance shall automatically be
converted to a Base Rate Advance (bearing interest calculated on the basis of
the Base Rate).  The Borrower shall pay to the Lender accrued interest owing on
such converted portion of such LIBOR Advance through the date of conversion,
together with any amounts payable under (S)2.21 hereof with respect to such
prepayment.  After such notice shall have been given and until the circumstances
giving rise to such notice no longer exist, each request for a LIBOR Advance or
for conversion to or renewal of a LIBOR Advance shall be deemed a request by the
Borrower for a Base Rate Advance.  If and when such impracticability or
illegality ceases to exist, such suspension shall cease and the Lender shall
similarly notify the Borrower.

2.20.  LIBOR Availability; Bankers' Acceptance Availability. (a) In the event,
       ----------------------------------------------------
and on each occasion, that on the day two Business Days prior to the
commencement of any Interest Period for a LIBOR Advance, the Lender shall have
determined in good faith (which determination shall, in the absence of manifest
error, be conclusive and binding upon the Borrower) that Dollar deposits in the
amount of the principal amount of such LIBOR Advance are not generally available
in the London (England, U.K.) interbank market, or that the rate at which such
Dollar deposits are being offered will not accurately reflect the cost to the
Lender of making or funding the principal amount of their portions of such LIBOR
Advance during such Interest Period, or that reasonable means do not exist for
ascertaining the LIBOR Rate, the Lender shall, as soon as practicable
thereafter, give written or telephonic notice of such determination to the
Borrower and any request by the Borrower for a LIBOR Advance pursuant to (S)2.5
hereof or for conversion to or renewal of a LIBOR Advance pursuant to (S)2.11
hereof shall thereupon, and until the circumstances giving rise to such notice
no longer exist (as notified by the Lender to the Borrower), be deemed a request
by the Borrower for the making of or conversion to a Base Rate Advance.

          (b)  If, at any time, the Lender shall have determined (which
determination shall, in the absence of manifest error, be conclusive and binding
upon the Borrower) that any contingency has occurred which adversely affects the
London (England, U.K.) interbank market

                                       29
<PAGE>

or that any Change of Law or other circumstances affecting the Lender, in the
London (England, U.K.) interbank market makes the funding of any portion of a
LIBOR Advance impracticable, the Lender shall, as soon as practicable
thereafter, give written or telephonic notice of such determination to the
Borrower and any request by the Borrower for a LIBOR Advance pursuant to (S)2.5
hereof or for conversion to or renewal of a LIBOR Advance pursuant to (S)2.11
hereof shall thereupon, and until the circumstances giving rise to such notice
no longer exist (as notified by the Lender to the Borrower), be deemed a request
by the Borrower for the making of or conversion to a Base Rate Advance.

          (c)  If, on the date of issuance of a Bankers' Acceptance, the Lender
shall have determined (which determination shall, in the absence of manifest
error, be conclusive and binding upon the Borrower) that due to the occurrence
of any condition which adversely affects the money market or interbank market,
(i) adequate and fair means do not exist to ascertain the Discount Rate, or (ii)
it is not feasible to make a Bankers' Acceptance Advance, or (iii) the Discount
Rate is less than the actual cost to make and maintain a Bankers' Acceptance
Advance, the Lender shall, as soon as practicable thereafter, give written or
telephonic notice of such determination to the Borrower and any request by the
Borrower for a Bankers' Acceptance Advance pursuant to (S)2.5 hereof or for
conversion to or renewal of a Bankers' Acceptance Advance pursuant to (S)2.11
hereof shall thereupon, and until the circumstances giving rise to such notice
no longer exist (as notified by the Lender to the Borrower), be deemed a request
by the Borrower for the making of or conversion to a Base Rate Advance.

2.21.  Indemnities. The Borrower hereby agree to indemnify the Lender, on demand
       -----------
against any loss or expense which the Lender or its branch or Affiliate may
sustain or incur as a consequence of: (i) any default in payment or prepayment
of the principal amount of any LIBOR Advance or Bankers' Acceptance Advance made
to it or any portion thereof or interest accrued thereon, as and when due and
payable (at the due date thereof, by irrevocable notice of payment or
prepayment, or otherwise); (ii) the effect of the occurrence of any Event of
Default upon any LIBOR Advance or Bankers' Acceptance Advance made to it; (iii)
the payment or prepayment of the principal amount of any LIBOR Advance or
Bankers' Acceptance Advance made to it or any portion thereof, pursuant to
Section 2 hereof, or otherwise, on any day other than the last day of an
Interest Period or the payment of any interest on any LIBOR Advance or Bankers'
Acceptance Advance made to it, or portion thereof, on a day other than an
Interest Payment Date for such LIBOR Advance or Bankers' Acceptance Advance; or;
(iv) the failure by the Borrower to accept or make a borrowing of a LIBOR
Advance or Bankers' Acceptance Advance or a conversion to or renewal of a LIBOR
Advance or Bankers' Acceptance Advance after it has requested such borrowing,
conversion or renewal; in each case including, but not limited to, any loss or
expense sustained or incurred in liquidating or employing deposits from third
parties acquired to effect or maintain such LIBOR Advance or Bankers' Acceptance
Advance or any portion thereof. The Lender shall provide to the Borrower a
statement, supported when applicable by documentary evidence, explaining the
amount of any such loss or expense it incurs, which statement shall be
conclusive absent manifest error.

                                       30
<PAGE>

2.22. Capital Adequacy.  If any Change of Law shall:  (i) impose upon, modify,
      ----------------
require, make or deem applicable to the Lender, or any of its Affiliates or
branches, any reserve requirement, special deposit requirement, insurance
assessment or similar requirement against or affecting the Commitment of the
Lender or such Affiliates or branches; or (ii) impose any condition upon or
cause in any manner the addition of, any supplement to or any increase of any
kind to the capital or cost base of the Lender or such Affiliates or branches
thereof, for extending or maintaining the Commitment of the Lender, which
results in an increase in the capital requirement supporting such Commitment; or
(iii) impose upon, modify, require, make or deem applicable to the Lender or any
such Affiliates or branches any capital requirement, increased capital
requirement or similar requirement, and the result of any events referred to in
clause (i), (ii) or (iii) above shall be to (A) increase the amount of capital
required or expected to be required to be maintained by the Lender or any such
Affiliate or branch and the Lender determines that the amount of such capital
requirement is incurred by or based on such Commitment or other commitments of
this type or (B) increase the costs or decrease the benefit in any way to the
Lender, or any such Affiliate or branch, of extending or maintaining such
Commitment or extending or maintaining the Revolving Loans; then and in such
event the Borrower shall, on or prior to the tenth (10th) Business Day after the
giving of Written Notice of such increased costs and/or decreased benefits to
the Borrower by the Lender (or any such Affiliate or branch), pay to the Lender
all such additional amounts which in the sole good faith calculation of the
Lender are properly allocable to the Commitment of the Lender, and which: (1) in
the case of events referred to in clause (i) above, shall be sufficient to
compensate it for all such increased costs and/or decreased benefits; and/or (2)
in the case of events referred to in clauses (ii) and (iii) above, shall be an
amount equal to the reduction, as reasonably determined by the Lender, in the
after-tax rate of return on the Lender's capital resulting from any such capital
or increased capital or similar requirement (including, without limitation, any
the Lender's or Lender's Affiliates' or branches' cost of taking action in
anticipation of the effectiveness of any event described in clause (ii) or (iii)
in order to enable the Lender, Affiliate or branch to be in compliance therewith
upon such effectiveness), all as certified by the Lender in said Written Notice
to the Borrower. Such certification shall be conclusive and binding on the
Borrower absent manifest error.

2.23. Telephonic Notice.  Without in any way limiting the Borrower's obligation
      -----------------
to confirm in writing any telephonic notice of a borrowing, conversion or
renewal, the Lender may act without liability upon the basis of a telephonic
notice believed by the Lender in good faith to be from an Authorized
Representative of the Borrower prior to receipt of written confirmation.

2.24. Maximum Interest.  (a) No provision of this Agreement shall require the
      ----------------
payment to the Lender or permit the collection by the Lender of interest in
excess of the maximum rate of interest from time to time permitted (after taking
into account all consideration which constitutes interest) by laws applicable to
the Lender Debt and binding on the Lender (such maximum rate being the "Maximum
Permissible Rate").

               (b)  If the amount of interest computed without giving effect to
this (S)2.24 and payable on any interest payment date in respect of the
preceding interest computation period would exceed the amount of interest
computed in respect of such period at the Maximum Permissible Rate, the amount
of interest payable to the Lender on such date in respect of such

                                       31
<PAGE>

period shall be computed at the Maximum Permissible Rate and the Lender shall,
in consultation with the Borrower, determine the excess payments that are to be
reduced or refunded, as the case may be.

               (c)  If at any time and from time to time: (i) the amount of
interest payable to the Lender on any interest payment date shall be computed at
the Maximum Permissible Rate pursuant to the preceding subsection (b); and (ii)
in respect of any subsequent interest computation period the amount of interest
otherwise payable to the Lender would be less than the amount of interest
payable to the Lender computed at the Maximum Permissible Rate, then the amount
of interest payable to the Lender in respect of such subsequent interest
computation period shall continue to be computed at the Maximum Permissible Rate
until the amount of interest payable to the Lender shall equal the total amount
of interest which would have been payable to the Lender if the total amount of
interest had been computed without giving effect to the preceding subsection
(b).

     SECTION 3.    LETTERS OF CREDIT

3.1. Letters of Credit.  (a) The Borrower may request, subject to the terms and
     -----------------
conditions herein set forth, from time to time prior to the termination of the
Commitment and upon five Business Days' Written Notice, that the Lender issue,
and the Lender shall, subject to such conditions, issue (the Lender, upon
issuance of a Letter of Credit, being an "Issuing Lender" in respect of such
Letter of Credit) Letters of Credit denominated in Dollars or CAN Dollars;
provided, however, that the aggregate undrawn amount of all Letters of Credit
-----------------------
issued for the account of the Borrower at any time outstanding, together with
the amount of unreimbursed drawings thereunder, and the then aggregate unpaid
principal amount of all Revolving Loans shall not exceed the Commitment;
provided, further, that in no event shall the Issuing Lender issue any Letter
-----------------------
of Credit for the account of the Borrower if the original undrawn amount
thereof, together with the aggregate undrawn and unreimbursed amounts of all
other Letters of Credit issued for the account of the Borrower immediately prior
to the time of such issuance, exceeds $5,000,000 or the Dollar Equivalent
thereof; provided further that the sum of the outstanding amount of all
         ---------------------
Revolving Loans (after giving effect to all amounts requested) and Letter of
Credit Usage then outstanding, and all accrued and unpaid interest and fees
shall not at any time exceed the maximum amount then available to be drawn under
the Supporting Letter of Credit.

          (b)  Each Letter of Credit may be either a documentary Letter of
Credit, a standby Letter of Credit or a bank guarantee and shall be in form,
scope and substance satisfactory to the Issuing Lender, shall be issued pursuant
to a Letter of Credit Agreement and shall expire no later than the earlier of
(i) one year after the date of its issuance, or (ii) thirty days prior to the
Maturity Date.

                                       32
<PAGE>

3.2. Reimbursement for Drawings.  The Borrower shall reimburse the Issuing
     --------------------------
Lender for any draft or other legitimate claim paid under such Letter of Credit
within one Business Day following the date of such payment. The Borrower shall,
to the extent of availability under the Commitment, effect such payment with the
proceeds of a Revolving Loan (which shall be entirely a Base Rate Advance) made
to the Borrower in the amount of such payment (whether or not any request
therefor has been made by the Borrower), which Revolving Loan shall at such time
be made and applied to payment of reimbursement of such drawing without any
notice by or consent of the Borrower (except that no such Revolving Loan shall
be required to be made by the Lender to the extent prevented by Applicable Law
or following any Event of Default of the type described in (S)11.1(f) or 11.1(g)
hereof, in which case the Borrower shall nevertheless be obligated to make such
payment), and shall be repayable, together with interest thereon, in accordance
with the provisions of Section 2 hereof; provided, however, that no such
                                         -----------------
Revolving Loan shall be made if, after giving effect thereto, either (x) the
aggregate unpaid principal amount of the Revolving Loans shall together with the
then outstanding Letter of Credit Usage (after giving effect to the
reimbursement of such Letter of Credit with the proceeds of such Revolving Loan)
exceed the Commitment, or (y) the sum of the outstanding amount of all Revolving
Loans and Letter of Credit Usage then outstanding, and all accrued and unpaid
interest and fees exceeds the maximum amount then available to be drawn under
the Supporting Letter of Credit. The Issuing Lender shall promptly notify the
Borrower in writing or by telephone confirmed promptly in writing of any such
drawing under a Letter of Credit and the making of such Revolving Loan.

3.3. Letter of Credit Fees.  In addition to any other amounts to which the
     ---------------------
Borrower and the Issuing Lender may have agreed in writing with respect to any
Letter of Credit, the Borrower shall pay to the Lender in arrears, on the first
day of each February, May, August and November of each year and on the date of
the full drawing, cancellation, expiration or termination of such Letter of
Credit, a fee on the average daily undrawn amount of such Letter of Credit,
issued by the Issuing Lender for such calendar quarter or shorter period, at the
then Applicable Margin for LIBOR Advances (in either instance, computed on the
basis of the actual number of days elapsed over a year of 365/366 days). In
addition, the Borrower shall pay to the Issuing Lender, in respect of each
Letter of Credit issued by the Issuing Lender hereunder, (a) upon the issuance
of any Letter of Credit, a fronting fee equal to the greater of (i) $250 or the
Dollar Equivalent thereof, or (ii) one-eighth of one percent (0.125%) per annum
of the maximum amount drawable under such Letter of Credit and (b) on demand,
all standard fees and other charges charged by the Issuing Lender with respect
to the issuance and maintenance of any Letter of Credit.

                                       33
<PAGE>

3.4. Indemnity.  The Borrower agrees to indemnify the Issuing Lender and each
     ---------
of its correspondents and hold it harmless from and against any and all claims,
damages, losses, liabilities, costs and expenses whatsoever which it may incur
or suffer by reason of or in connection with the execution and delivery or
assignment of or payment or presentation under or in respect of any Letter of
Credit issued by the Issuing Lender or any action taken or omitted to be taken
with respect to any Letter of Credit issued by the Issuing Lender, except to the
extent that any such claims, damages, losses, liabilities, costs or expenses
shall be caused by the willful misconduct or gross negligence of the Issuing
Lender or such correspondent in making payment against any draft presented under
any Letter of Credit which does not substantially comply with the terms thereof,
or in failing to make payment against any such draft which strictly complies
with the terms of such Letter of Credit, it being understood that (x) in making
such payment, the Issuing Lender's or such correspondent's exclusive reliance in
good faith on the documents presented to and believed to be genuine by it in
accordance with the terms of such Letter of Credit as to any and all matters set
forth therein, including, without limitation, reliance in good faith on any
affidavit presented pursuant to such Letter of Credit and on the amount of any
sight draft presented pursuant to any Letter of Credit whether or not any
statement or any other documents presented pursuant to such Letter of Credit
proves to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein proves to be untrue or inaccurate in any respect whatsoever
and (y) any such noncompliance in a nonmaterial respect shall, in each case, not
be deemed willful misconduct or gross negligence of the Issuing Lender or such
correspondent. Upon demand by the Issuing Lender or such correspondent at any
time, the applicable Borrower shall reimburse the Issuing Lender or such
correspondent for any legal or other expenses incurred in connection with
investigating or defending against any of the foregoing, except if the same is
due to the Issuing Lender's or such correspondent's gross negligence or willful
misconduct as aforesaid. The indemnities contained herein shall survive the
expiration or termination of the Letters of Credit and this Agreement and shall
be payable upon demand.

3.5. Reserved.

3.6. Reimbursement of Certain Costs.  (a) Unless at the time prohibited by an
     ------------------------------
order of a court of competent jurisdiction, the obligations of the Borrower
hereunder with regard to Letters of Credit are absolute and unconditional under
any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower may have against any Person, including,
without limitation, the beneficiary of such Letter of Credit and the Issuing
Lender and all sums payable by the Borrower hereunder with respect to any such
Letter of Credit, whether of principal, interest, fees, expenses or otherwise,
shall be paid in full, without any deduction or withholding whatsoever. In the
event that the Borrower is compelled by Applicable Law to make any such
deduction or withholding, then, unless prohibited by Applicable Law, it shall
pay to the Issuing Lender such additional amount as will result in the receipt
by the Issuing Lender of a net sum equal to the sum it would have received if no
such deduction or withholding had been required to be made.

          (b)  In the event that any Change of Law occurs which:

                                       34
<PAGE>

               (i)    subjects the Issuing Lender to any tax with respect to any
     amount paid by the Issuing Lender as the issuer of any Letter of Credit or
     its commitment or agreement to honor drafts under any Letter of Credit
     (other than any tax measured by or based upon the overall net income of the
     Issuing Lender); and

               (ii)   changes the basis of taxation of payments to the Issuing
     Lender with respect to any Letter of Credit or such commitment (other than
     any tax measured by or based upon the overall net income of the Issuing
     Lender); or

               (iii)  imposes, modifies, requires, makes or deems applicable any
     reserve, deposit, insurance assessment or similar requirements against any
     assets held by, deposits with or for the account of, or Revolving Loans or
     commitments by, an office of the Issuing Lender in connection with payments
     by the Issuing Lender under any Letter of Credit or commitments under any
     Letter of Credit; or

               (iv)   imposes any condition upon or causes in any manner the
     addition of any supplement to or an increase of any kind to the Issuing
     Lender's capital or cost base for issuing any Letter of Credit which
     results in an increase in the capital requirement supporting such Letter of
     Credit; or

               (v)    imposes, modifies, requires, makes or deems applicable to
     the Issuing Lender any capital requirement, increased capital requirement
     or similar requirement such as, without limitation, the deeming of any
     Letter of Credit to be an asset held by the Issuing Lender for capital
     calculation or other purposes;

and the result of any of the foregoing is to reduce the after-tax rate of return
on the Issuing Lender's capital, increase the cost to the Issuing Lender of
making any payment under, or maintaining its commitment under, any Letter of
Credit, or to reduce the amount of any payment (whether of principal, interest
or otherwise) or benefit received or receivable by the Issuing Lender with
respect to any Letter of Credit or to require the Issuing Lender to make any
payment on or calculated by reference to the gross amount of any sum received by
it with respect to any Letter of Credit, in each case by an amount which the
Issuing Lender in its sole judgment deems material (including, without
limitation, the Issuing Lender's cost of taking action in anticipation of the
effectiveness of any event referred to above in order to enable the Issuing
Lender to be in compliance therewith upon effectiveness), then and in any such
case:

               (x)  the Issuing Lender shall promptly notify the Borrower in
     writing of the happening of such event;

               (y)  the Issuing Lender shall promptly deliver to the Borrower a
     certificate stating the change which has occurred or the reserve
     requirements or other conditions which have been imposed on the Issuing
     Lender or the request, directive or requirement with which it has complied,
     together with the date thereof and the amount of such increased cost,
     reduction or payment; and

                                       35
<PAGE>

               (z)  the Borrower shall pay to the Issuing Lender, upon demand,
     after delivery of the notice referred to in clause (x) above, such amount
     or amounts as will compensate for such additional cost, reduction or
     payment, to the extent permitted by law.

A certificate delivered by the Issuing Lender pursuant to clause (y) above as to
the additional amounts payable pursuant to this paragraph shall, in the absence
of manifest error, be conclusive evidence of the amount thereof.  The Issuing
Lender agrees to use reasonable efforts to avoid or minimize the payment by the
Borrower of any additional amounts under this (S)3.6, including, without
limitation, by the designation of another branch or Affiliate of the Issuing
Lender from which the Issuing Lender could issue Letters of Credit as long as
such designation is not disadvantageous to the Issuing Lender as reasonably
determined by it. The protection of this (S)3.6 shall be available to the
Issuing Lender regardless of any possible contention of invalidity or
inapplicability of the applicable Change of Laws.

3.7. Payment of Drafts.  Delivery to the Issuing Lender or its correspondents of
     -----------------
any documents purporting to comply with the requirements of any Letter of Credit
shall be sufficient evidence of the validity, genuineness, and sufficiency
thereof and of the good faith and proper performance of the shippers, drawers
and/or users of any Letter of Credit, its agents and assignees, and the Issuing
Lender and its correspondents may rely and act thereon without liability or
responsibility with respect thereto or with respect to the correctness or
condition of any shipment of merchandise to which the same may relate. Upon
receipt by the Issuing Lender of written approval thereof from the Borrower, the
Issuing Lender, as the case may be, may (but shall not be required to) accept or
pay overdrafts or irregular drafts or drafts with irregular documents attached
or with respect to which property has been substituted or time limits have been
extended, and no such acceptance or payment shall impair any rights of the
Issuing Lender under this Agreement. In case of any variation between the
documents called for by any Letter of Credit and the documents accepted by the
Issuing Lender or its correspondents, the Borrower shall be conclusively deemed
to have waived any right to object to such variation with respect to any action
of the Issuing Lender or such correspondents relating to such documents and to
have ratified and approved such action as having been taken on the direction of
the Borrower unless the Borrower within ten Business Days of the receipt of such
documents or acquisition of knowledge of such variation files an objection with
the Issuing Lender in writing. The Issuing Lender shall not be liable for any
delay in giving, or failing to give, notice of the arrival of any goods or any
other notice, or for any error, neglect or default of any of its correspondents
or any shipper, carrier, bailee or insurer; nor shall the Issuing Lender be
responsible for the non-fulfillment of any requirement of any Letter of Credit
that (i) drafts bear appropriate reference to any Letter of Credit, (ii) the
amount of any draft be noted on the reverse of any Letter of Credit, (iii) any
Letter of Credit be surrendered or taken up or (iv) documents be forwarded apart
from any drafts, and the Issuing Lender and its correspondents may, if they see
fit, waive any such requirements.

                                       36
<PAGE>

3.8. Issuing Lender's Actions.  Any Letter of Credit may, in the discretion of
     ------------------------
the Issuing Lender thereof or the Issuing Lender's correspondents, be
interpreted by it or any such correspondent (to the extent not inconsistent with
such Letter of Credit) in accordance with the Uniform Customs and Practice for
Documentary Credits of the International Chamber of Commerce, Publication No.
500 and with respect to standby Letters of Credit, Standby Practices ISP98
(adopted by the International Chamber of Commerce on April 8, 1998), each as
adopted or amended from time to time, or any other rules, regulations and
customs prevailing at the place where any Letter of Credit is available or the
drafts are drawn or negotiated. The Issuing Lender and its correspondents may
accept and act upon the name, signature or act of any party purporting to be the
executor, administrator, receiver, trustee in bankruptcy or other legal
representative of any party designated in any Letter of Credit issued by the
Issuing Lender in the place of the name, signature or act of such party.

     SECTION 4.  GUARANTIES


4.1. Guaranties.  On or prior to the Closing Date, each Guarantor shall execute
     ----------
and deliver to the Lender a guaranty, substantially in the form of Exhibit
4.1(a) (each as amended, supplemented or otherwise modified from time to time in
accordance with its terms, a "Guaranty"), of all Lender Debt and the Parent
shall cause the Supporting Letter of Credit to be delivered to the Lender.

4.2. Future Subsidiaries.  Upon the formation or acquisition (in whole or in
     -------------------
part), after the Closing Date, of any Subsidiary of the Borrower, such
Subsidiary shall execute and deliver a Guaranty (except that such Subsidiary
shall be the guarantor thereunder). Nothing contained in this (S) 4.2 shall
permit the Borrower to form or acquire any Subsidiary which is otherwise
prohibited by this Agreement.

     SECTION 5.  REPRESENTATIONS AND WARRANTIES


     Each of the Credit Parties hereby represents and warrants as follows (which
representations and warranties shall survive the execution and delivery of this
Agreement and shall be deemed to be incorporated in each Borrower's Certificate
submitted to the Lender pursuant to (S)2.5 hereof, and shall be deemed repeated
and confirmed (except as otherwise specified in a Written Notice by the Borrower
in connection with any borrowing or Letter of Credit) with respect to, and as of
the date of, each borrowing and each issuance of a Letter of Credit hereunder
and each notice thereof, provided, that any representation and warranty which is
made as of a specified date shall be deemed repeated as of such date):

5.1. Corporate Status.  (a) Each Credit Party is a duly organized and validly
     ----------------
existing in good standing under the laws of the jurisdiction of its
incorporation or formation, and has the power and authority to own its
properties and to transact the business in which it is engaged or presently
proposes to engage.

          (b)  Each Credit Party is qualified as a foreign or extra-provincial
corporation, a partnership, or limited liability company and in good standing in
each other jurisdiction in

                                       37
<PAGE>

which it owns or leases property of a nature, or transacts business of a type,
that would make such qualification necessary, except where the failure to so
qualify would not have a Material Adverse Effect on the Parent and its
Subsidiaries.

          (c)  The capital stock of each Credit Party (other than the Parent) is
owned as set forth on Schedule 5.1(c) hereto.

          (d)  None of the Credit Parties has any Subsidiaries except as set
forth on Schedule 5.1(d) hereto, which Schedule 5.1(d) correctly sets forth the
name of each such Subsidiary and its jurisdiction of incorporation.

5.2. Power and Authority.  Each of the Credit Parties has the power and
     -------------------
authority to execute, deliver and perform the terms and provisions of this
Agreement, the other Loan Documents and all other documents to which it is a
party in respect of any component of this transaction, in each case, to which it
is a party, and all instruments and documents delivered by it pursuant thereto
and hereto, and each of the Credit Parties has duly taken or caused to be duly
taken all necessary corporate or other action (including, without limitation,
the obtaining of any consent of stockholders required by law or its certificate
of incorporation or by-laws), to authorize the execution, delivery and
performance of this Agreement, each other Loan Document and all other
instruments and documents to which it is a party in respect of any component of
this transaction, in each case, to which it is a party, and the instruments and
documents delivered by it pursuant thereto and hereto. Each of this Agreement,
the other Loan Documents and each of the other instruments and documents
executed and delivered by any of the Credit Parties pursuant hereto, thereto or
in respect of any component of this transaction to which it is a party
constitute a legal, valid and binding obligation of such Person, and is
enforceable in accordance with its terms, subject to bankruptcy, insolvency, and
similar laws affecting the enforceability of creditors' rights generally and to
general principles of equity.

5.3.  No Violation of Agreements.  (a) None of the Credit Parties is in
      --------------------------
violation of any provision of its certificate or articles of incorporation or
formation, applicable shareholder agreements, or other organizational documents,
as the case may be, or its by-laws or is in default under any indenture,
mortgage, deed of trust, agreement or other instrument to which any of them is a
party or by which any of them may be bound, except for defaults which are not
reasonably expected to have a Materially Adverse Effect on the Parent and its
Subsidiaries.

          (b)  Neither the execution, delivery and performance of this
Agreement, the other Loan Documents or any of the instruments and documents to
be delivered pursuant hereto, thereto or in respect of any component of this
transaction, nor the consummation of the transactions herein and therein
contemplated, nor compliance with the provisions hereof or thereof, will violate
any provision of the certificate of incorporation, applicable shareholder
agreements or by-laws of any Credit Party or any law or regulation, or any
judgment, order, direction, or decree of any court or governmental
instrumentality, or will (i) conflict with, or result in the breach of, or
constitute a default under, or any indenture, mortgage, deed of trust, agreement
or other instrument to which any Credit Party is a party or by which any of them
or

                                       38
<PAGE>

their respective properties may be bound, or (ii) result in the creation or
imposition of any Lien upon any property of any Credit Party.

5.4.  No Litigation.  (a) Except as set forth in Schedule 5.4(a) hereto, there
      -------------
are no actions, suits or proceedings pending or, to the best knowledge of the
Parent or the Borrower, threatened against any of the Credit Parties or any of
their respective Affiliates and Subsidiaries before any court, arbitrator or
Governmental Body which challenge the validity or propriety of the transactions
contemplated under this Agreement, the other Loan Documents or the documents,
instruments and documents executed or delivered in connection herewith,
therewith or related thereto or any component of this transaction, or which
could reasonably be expected to have a Material Adverse Effect on the Parent and
its Subsidiaries.

          (b)  No Credit Party or any Subsidiary thereof is in default under any
applicable statute, rule, order, decree or regulation of any court, arbitrator
or Governmental Body having jurisdiction over such Credit Party or Subsidiary,
which default could reasonably be expected to have a Material Adverse Effect on
the Parent and its Subsidiaries.

          (c)  No judgment, order, injunction or other similar governmental
restraint with respect to any Credit Party or any Subsidiary thereof exists
which prohibits any of the transactions contemplated hereby or in connection
herewith.

5.5.  Good Title to Properties; Condition of Assets.  (a) Except as disclosed on
      ---------------------------------------------
Schedule 5.5(a), each Credit Party owns and has good and marketable title to all
the properties and assets reflected on its balance sheet and valid leasehold
interests in the property it leases, subject to no Liens, except Permitted
Liens.

          (b)  The tangible assets of the Borrower are serviceable or in good
working order, taken as a whole, and suitable for use in accordance with the
practices of the Borrower.

5.6.  Financial Statements and Condition.  (a) The Lender has received (i)
      ----------------------------------
audited consolidated financial statements of the Parent and its Subsidiaries for
the Fiscal Year ending July 31, 2001, and (ii) unaudited consolidated financial
statements of the Parent and its Subsidiaries as at and for the fiscal quarter
ending October 31, 2001. Such financial statements present fairly in accordance
with GAAP (i) the financial position of the Parent and its Subsidiaries as of
the date of such balance sheet and (ii) the results of operations of the Parent
and its Subsidiaries for such period (except in the case of interim financial
statements, for the absence of notes and normal year end adjustments). To the
best of the Parent's and the Borrower's knowledge, (x) neither the Parent nor
the Borrower has material direct or indirect contingent liabilities as of such
date which are not reserved for in such balance sheet or which in accordance
with GAAP would have to be included in footnotes thereto, but have not been so
included, and (y) all such financial statements have been prepared in accordance
with GAAP applied on a basis consistently maintained throughout the period
involved (except in the case of interim financial statements, for the absence of
notes and normal year end adjustments).

                                       39
<PAGE>

          (b)  To the best of the Parent's and the Borrower's knowledge, there
has been no Material Adverse Change to the Parent and its Subsidiaries since
October 31, 2001.

          (c)  The Lender has received the Parent's forecast dated October 10,
2001 of the future financial performance of the Parent and its Subsidiaries.
The projections and pro forma financial information contained in such materials
are based upon good faith estimates and assumptions believed by the Credit
Parties to be reasonable at the time made and as of the date hereof, it being
recognized by the Lender that such projections as to future events are not to be
viewed as facts and that actual results during the period or periods covered by
such projections may differ from the projected results.  No fact is known on the
date hereof to any executive officer of the Parent or any other Credit Party
which would have a Material Adverse Effect on the Parent and its Subsidiaries
that has not been set forth in the financial statements referred to in this (S)
5.6 or disclosed herein or in the schedules attached hereto or otherwise
disclosed to the Lender in writing prior to the Closing Date.

5.7.  Tax Liability.  Each of the Credit Parties and their respective
      -------------
Subsidiaries has filed all income tax returns and all material non-income tax
returns which are required to be filed by them pursuant to Applicable Law and,
except as otherwise permitted by (S)6.2 hereof and as set forth in Schedule 5.7,
has paid all taxes which have become due pursuant to such returns, and all
assessments, reassessments, governmental charges, governmental royalties,
penalties, interest and fines claimed against each of the Credit Parties and
their Subsidiaries, except for such taxes and other charges which are being
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP are maintained by the Credit Parties. Except as
set forth in Schedule 5.7, there are no agreements, waivers, or other
arrangements providing for an extension of time with respect to the filing of
any tax returns by any of the Credit Parties and their respective Subsidiaries
or with respect to the payment of any taxes. There are no actions or proceedings
pending by any taxing authority of any jurisdiction to enforce payment of any
taxes by any of the Credit Parties and ther respective Subsidiaries, except for
those which are being contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP are maintained by the Credit
Parties.

5.8.  Governmental Action.  No action of, or filing with, any governmental or
      -------------------
public body or authority is required to authorize, or is otherwise required in
connection with, the execution, delivery or performance of this Agreement, the
Guaranties, the other Loan Documents or any of the instruments or documents to
be delivered pursuant hereto or thereto or pursuant to any component of this
transaction, except such as have been made or will be made as contemplated by
such agreements.

                                       40
<PAGE>

5.9.   Disclosure.  Neither the schedules hereto, nor the financial statements
       ----------
referred to in (S)5.6 hereof, nor the certificates, statements, reports or
other documents furnished to the Lender by or on behalf of the Credit Parties in
connection herewith or in connection with any transaction contemplated hereby,
nor this Agreement or any other Loan Document or instruments or documents
relating to any component of this transaction contains, at the time furnished,
any untrue statement of a material fact or omits to state any material fact (in
each case, known to any such Credit Party in the case of any document not
prepared by it or based on information provided by a person which is not a
Credit Party) necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances in which the same were
made.

5.10.  Margin Stock.  The proceeds of the borrowings made hereunder will be used
       ------------
only for the purposes set forth in Section 10 hereof. None of the proceeds will
be used, directly or indirectly, for the purpose of purchasing or carrying any
margin stock or for the purpose of reducing or retiring any Indebtedness which
was originally incurred to purchase or carry margin stock. None of the Credit
Parties or any of their respective Subsidiaries has taken or will take any
action which is reasonably likely to cause this Agreement or any of the
documents or instruments delivered pursuant hereto to violate any applicable
state or provincial securities laws.

5.11.  Reserved.

5.12.  Solvency.  At the Closing Date, both immediately prior to and after
       --------
giving effect to this transaction, the Parent and its Subsidiaries taken as a
whole, and the Borrower, shall be Solvent.

5.13.  Permits, etc.  Each Credit Party and each Subsidiary thereof possesses
       -------------
all permits, licenses, approvals and consents of federal, provincial, and local
governments and regulatory authorities required to conduct its business
substantially as presently conducted and proposed to be conducted, except to the
extent that failure to have any such permit, license, approval or consent could
not reasonably be expected to have a Material Adverse Effect on the Parent and
its Subsidiaries.

5.14.  Environmental Status.  (a) Except as set forth on Schedule 5.14 hereto or
       --------------------
as would not reasonably be expected to have a Material Adverse Effect on the
Parent and its Subsidiaries, none of the operations of the Credit Parties or any
of their respective Subsidiaries is to their knowledge in violation of any
Environmental Law or any permit, and none of the Credit Parties, nor any of
their respective Subsidiaries, nor any of their respective past or present
property or operations are, to their knowledge, under investigation or under
review by any Governmental Body with respect to non-compliance therewith or with
respect to liability arising from the generation, use, treatment, storage or
release of any Hazardous Material.

          (b)  Except as set forth on Schedule 5.14 hereto, or as would not
reasonably be expected to have a Material Adverse Effect on the Parent and its
Subsidiaries, none of the Credit Parties nor any of their respective
Subsidiaries has any liability or contingent or otherwise in connection with the
past generation, use, treatment, storage, disposal or release of any Hazardous
Material.

                                       41
<PAGE>

5.15.  CAN Plans.  Except to the extent there has been, and there is not likely
       ---------
to be, a Material Adverse Effect on the Parent and its Subsidiaries:

       Each CAN Plan is, and has been, established, registered, qualified,
administered and invested, in compliance with (i) the terms thereof, and (ii)
all Applicable Laws; and the Borrower has not received, in the last seven (7)
years, any notice from any Person questioning or challenging such compliance
(other than in respect of any claim solely related to such Person), and the
Borrower has no knowledge of any such notice from any Person questioning or
challenging such compliance beyond the last seven (7) years.  All obligations
under a CAN Plan (whether pursuant to the terms thereof or Applicable Law) have
been satisfied, and there are no outstanding defaults or violations thereunder
by the Borrower nor does the Borrower have any knowledge of any default or
violation by any other party to any CAN Plan.  All contributions or premiums
required to be paid to or in respect of each CAN Plan have been paid in a timely
fashion in accordance with the terms thereof and all Applicable Law, and no
taxes, penalties or fees are owing or exigible under any CAN Plan.  There is no
proceeding, action, suit or claim (other than routine claims for benefits)
pending or threatened involving any CAN Plan or its assets, and no facts exist
which could reasonably be expected to give rise to such proceeding, action suit
or claim.  No event has occurred respecting any CAN Plan which would entitle any
Person (without the consent of the Borrower) to wind-up or terminate any CAN
Plan, in whole or in part, or which could reasonably be expected to adversely
affect the tax status thereof.  There are no going concern unfunded actuarial
liabilities, past service unfunded liabilities or solvency deficiencies
respecting any CAN Plan, except as disclosed in the financial statements
provided the Lender prior to the date hereof.  There have been no improper
withdrawals or transfers of assets from any CAN Plan.

       SECTION 6.  AFFIRMATIVE COVENANTS


       Each of the Credit Parties hereby covenants and agrees that, so long as
any Revolving Loan or any Letter of Credit or reimbursement obligation for a
Letter of Credit is outstanding or the Lender has any Commitment hereunder,
unless specifically waived by the Lender in writing:

6.1.   Financial Statements and Other Information. The Credit Parties shall
furnish or cause to be furnished to the Lender:

          (a)  as soon as practicable and in any event within forty-five (45)
days after the close of each of the quarters of each Fiscal Year of the Parent
(other than the quarter which corresponds to the Fiscal Year end):

               (i)    balance sheet of the Parent and its Subsidiaries on a
       consolidated basis;

               (ii)   statement of income of the Parent and its Subsidiaries on
       a consolidated basis; and

                                       42
<PAGE>

               (iii)  statement of cash flows of the Parent and its Subsidiaries
       on a consolidated basis,

as at the end of and for the period commencing at the end of the previous Fiscal
Year and ending with such quarter just closed and for the period commencing at
the end of the previous quarter and ending with such quarter just closed,
setting forth for each such period in comparative form (x) the corresponding
figures for the applicable quarter and year to date of the preceding Fiscal
Year, and (y) the budget of the Parent and its Subsidiaries on a consolidated
basis, for such quarter and year to date previously delivered under (S)6.1(i)
hereof, all in reasonable detail and certified on behalf of the Parent by the
chief executive or financial officer of the Parent to have been prepared in
accordance with GAAP, subject to normal recurring year-end audit adjustments and
normal management reporting practices which do not materially misstate the
financial positions of such Persons.

          (b)  as soon as practicable and in any event within ninety (90) days
after the close of each Fiscal Year of the Parent an audited consolidated:

               (i)    balance sheet of the Parent and its Subsidiaries;

               (ii)   statement of income of the Parent and its Subsidiaries;
       and

               (iii)  statement of cash flows of the Parent and the
       Subsidiaries,

as at the end of and for the Fiscal Year just closed, setting forth in
comparative form (x) the corresponding figures for the preceding Fiscal Year,
and (y) for Fiscal Year 2002, the October 10, 2001 forecast and for each Fiscal
Year thereafter, the budget of the Parent and its Subsidiaries for such Fiscal
Year previously delivered under (S)6.1(i) hereof, all in reasonable detail and
(except as to forecasts and budgets and comparisons with forecasts and budgets)
certified (without any qualification or exception deemed material by the Lender)
by independent public accountants selected by the Parent and satisfactory to the
Lender; and concurrently with such financial statements, a written statement
signed by such independent accountants (x) to the effect that, in making the
examination necessary for their certification of such financial statements, they
have not obtained any knowledge of the existence of any Default or Event of
Default, or, if such independent accountants shall have obtained from such
examination any such knowledge, they shall disclose in such written statement
the Default or Event of Default and the nature thereof, it being understood that
such independent accountants shall be under no liability, directly, or
indirectly, to anyone for failure to obtain knowledge of any such Default or
Event of Default, and (y) setting forth calculations of such auditors as to the
compliance  with all the covenants contained in (S)6.15 hereof;

          (c)  promptly (and in any event within 10 days) upon receipt thereof,
copies of all financial reports (including, without limitation, management
letters), if any, submitted to the Parent by its auditors, in connection with
each annual or interim audit or review of its books by such auditors;

                                       43
<PAGE>

          (d)  promptly (and in any event within 10 days) upon the issuance
thereof, copies of all reports, if any, to or other documents filed by the
Parent or any of its Subsidiaries with the Securities and Exchange Commission
under the Securities Act of 1933 or the Securities Exchange Act of 1934 (other
than on Form S-8 or 8-A or similar forms), and all reports, notices or
statements sent or received by the Parent to or from the holders of any equity
interests generally of the Parent;

          (e)  concurrently with the delivery of the financial statements
required to be furnished by (S)6.1(a) or (S)6.1(b) hereof, a certificate
signed on behalf of the Parent by the chief executive or financial officer of
the Parent (x) stating that a review of the activities of the Parent and its
Subsidiaries on a consolidated basis during such fiscal quarter or Fiscal Year,
as the case may be, has been made under the direct or indirect supervision of
such officer with a view to determining whether the Parent and its Subsidiaries
observed, performed and fulfilled all of their obligations under each Loan
Document to which it is a party, and (y) demonstrating, in a format satisfactory
to the Lender, the compliance by the Parent and its Subsidiaries with the
covenants contained in (S)6.15 hereof and stating that there existed during such
fiscal quarter or Fiscal Year no Default, or Event of Default or if any such
Default or Event of Default existed, specifying the nature thereof, the period
of existence thereof and what action the Credit Parties and their respective
Subsidiaries propose to take, or has taken, with respect thereto;

          (f)  promptly upon becoming aware of the occurrence of any Event of
Default, a certificate signed on behalf of the Parent by the chief executive or
financial officer of the Parent, specifying the nature thereof and the action
the Parent or the applicable Credit Party proposes to take or has taken with
respect thereto;

          (g)  promptly (and in any event within 30 days) upon the commencement
thereof, Written Notice of any litigation, including arbitrations, and of any
proceedings before any Governmental Body which could reasonably be expected to
have a Material Adverse Effect on the Parent and its Subsidiaries;

          (h)  with reasonable promptness, such other information respecting the
business, operations and financial condition of the Parent or any of its
Subsidiaries as the Lender may from time to time reasonably request;

          (i)  not later than sixty (60) days after the commencement of each
Fiscal Year of the Parent beginning with the Fiscal Year commencing August 1,
2002, an annual plan for the Parent and its Subsidiaries on a consolidated basis
for the immediately succeeding Fiscal Year, indicating balance sheet and
statements of cash flow and income on a quarterly basis; in all instances, in
form, scope and substance reasonably satisfactory to the Lender;

          (j)  with reasonable promptness, the name, capital structure and
jurisdiction of incorporation or formation of any newly formed or acquired
Subsidiary, which information shall be deemed to amend and update Schedule
5.1(c) and (d); and

                                       44
<PAGE>

          (k)  with reasonable promptness, Written Notice of any change of name
of any of the Credit Parties.

6.2.  Taxes and Claims.  Except as set forth on Schedule 5.7, the Credit Parties
      ----------------
shall, and shall cause each of the Borrower's Subsidiaries to, pay and discharge
(a) all taxes, assessments and governmental charges upon or against the Credit
Parties or their properties or assets prior to the date on which penalties or
interest attach thereto and (b) all lawful claims when due (except to the extent
that (i) any such taxes, assessments, governmental charges or claims are
diligently contested in good faith by appropriate proceedings and proper
reserves are established on the books of the Credit Parties, and (ii) no Liens
arising from the non-payment thereof will attach to any of such assets), whether
for labor, materials, supplies, services or anything else (unless bonded in a
manner reasonably acceptable to the Lender).

6.3.  Insurance.  (a) The Credit Parties shall, and shall cause each of the
      ---------
Borrower's Subsidiaries to, (i) keep all their properties adequately insured at
all times with responsible insurance carriers, in amounts and pursuant to
insurance policies reasonably acceptable to the Lender, against loss or damage
by fire and other hazards as well as maintain business interruption insurance
(the coverage of which shall cover at least 12 successive months of business
interruption); (ii) maintain adequate insurance at all times with responsible
insurance carriers, in amounts and pursuant to insurance policies reasonably
acceptable to the Lender, against liability on account of damage to Persons and
property and under all applicable workers' compensation laws; and (iii) maintain
adequate insurance covering such other risks as the Lender may reasonably
request.

          (b)  The Credit Parties shall, and shall cause each of the Borrower's
Subsidiaries to, from time to time upon the reasonable request of the Lender,
promptly furnish or cause to be furnished to the Lender evidence, in form and
substance reasonably satisfactory to the Lender, of the maintenance of all
insurance required to be maintained by this (S)6.3, including, but not limited
to, such originals or copies as the Lender may request of policies, certificates
of insurance, riders and endorsements relating to such insurance and proof of
premium payments.

6.4.  Books and Reserves.  The Credit Parties shall, and shall cause each of the
      ------------------
Borrower's Subsidiaries to, maintain, at all times, true and complete books,
records and accounts in which true and correct entries shall be made of its
transactions in accordance with sound business practices to permit preparation
of financial statements in conformance with GAAP.

6.5.  Properties in Good Condition.  The Credit Parties shall, and shall cause
      ----------------------------
each of the Borrower's Subsidiaries to, keep their properties in good repair,
working order and condition, ordinary wear and tear excepted, in accordance with
prudent operating procedures and, as to equipment of each Borrower and its
Subsidiaries, in accordance with the operating manuals relating thereto and,
from time to time, make all necessary and proper repairs, renewals,
replacements, additions and improvements thereto, so that the business carried
on may be properly conducted at all times in accordance with prudent business
management.

                                       45
<PAGE>

6.6.   Maintenance of Existence.  The Credit Parties shall preserve and
       ------------------------
maintain, and shall cause each of the Borrower's Subsidiaries to preserve and
maintain, its statutory existence, and material rights, franchises and licenses,
except as otherwise permitted in this Agreement, provided that any Subsidiary of
                                                 -------------
the Borrower that does not have any material assets may be dissolved.

6.7.   Inspection by the Lender.  The Credit Parties shall, and shall cause each
       ------------------------
of the Borrower's Subsidiaries to, allow, any representative of the Lender to
visit and inspect any of its properties, to examine its books of account and
other records and files, to make copies thereof and to discuss its affairs,
operations, business, finances and accounts with its officers and employees and
independent accountants (and the Credit Parties hereby irrevocably authorize
their independent accountants (including, without limitation, in connection with
environmental compliance, hazard or liability) to discuss with the Lender the
financial affairs of the Credit Parties), all at such reasonable times during
normal business hours at such times and as often as the Lender may reasonably
request. If such inspection is requested while a Default or Event of Default is
continuing, it shall be at the expense of the Borrower; if such inspection is
requested when no Default or Event of Default is continuing, the first
inspection requested by the Lender under this (S)6.7 during any Fiscal Year
shall be at the expense of the Borrower and any subsequent inspections during
such Fiscal Year shall be at the expense of the requesting party.

6.8.   Pay Indebtedness to Lender and Perform Other Covenants.  The Borrower
       ------------------------------------------------------
shall (a) make full and timely payment of all payments required to be made in
respect of the Lender Debt, including without limitation, the Revolving Loans,
whether now existing or hereafter arising, and (b) strictly comply with all the
terms and covenants contained in such Loan Document to which it is a party, all
at the times and places and in the manner set forth therein.

6.9.   Notice of Default.  The Credit Parties shall promptly (and in any event
       -----------------
within five days), notify the Lender in writing after becoming aware of any
Default or Event of Default, or a default under any other agreement in respect
of Indebtedness for Borrowed Money in excess of $500,000 (or the Dollar
Equivalent thereof) to which any Credit Party is a party, in each case
describing the nature thereof and the action proposed to be taken with respect
thereto.

6.10.  Reporting of Misrepresentations.  In the event that a Credit Party
       -------------------------------
discovers that any representation or warranty made in any Loan Document by any
Credit Party was incorrect in any material respect when made, then the Credit
Parties shall promptly report the same to the Lender and take, or cause to be
taken, all available steps to correct such misrepresentations or breach of
warranty.

6.11.  Compliance with Laws.  The Credit Parties shall, and shall cause each of
       --------------------
the Borrower's Subsidiaries to, comply with all Applicable Laws, rules,
regulations and orders, except where non-compliance is not reasonably likely to
have a Material Adverse Effect, and the Credit Parties shall duly observe, in
all material respects, all requirements of applicable governmental authorities
and all applicable statutes, rules and regulations, including, without
limitation, all applicable statutes, rules and regulations relating to public
and employee health and safety.

                                       46
<PAGE>

6.12.  CAN Plans.  Except to the extent there is not likely to be a Material
       ---------
Adverse Effect on the Parent and its Subsidiaries:

       As soon as possible and in any event within thirty (30) days after the
Borrower knows that, or has reason to know that:

          (a)  any contribution or premium required to be paid to or in respect
               of each CAN Plan has not been paid in a timely fashion in
               accordance with the terms thereof and all Applicable Laws, or
               that taxes, penalties or fees are owing or exigible under any CAN
               Plan;

          (b)  any proceeding, action, suit or claim (other than routine claims
               for benefits) is pending or threatened involving any CAN Plan or
               its assets;

          (c)  an event has occurred respecting any CAN Plan which would entitle
               any Person (without the consent of the Borrower) to wind-up or
               terminate any CAN Plan, in whole or in part, or which could
               reasonably be expected to adversely affect the tax status
               thereof;

          (d)  a going concern unfunded actuarial liability, past service
               unfunded liability or solvency deficiency respecting any CAN Plan
               is determined; or

          (e)  the occurrence of an improper withdrawal or transfer of assets
               from any CAN Plan,

the Borrower shall provide to the Lender a certificate of an Authorized
Representative of the Borrower setting forth the details of such event and the
action which is proposed to be taken with respect thereto, together with any
notice or filing which may be required with respect to such event.

6.13.  Further Assurances.  The Credit Parties shall, and shall cause each of
       ------------------
the Borrower's Subsidiaries to, at their cost and expense, upon the reasonable
request of the Lender, duly execute and deliver, or cause to be duly executed
and delivered, to the Lender such further instruments and do and cause to be
done such further acts as may be reasonably necessary or proper in the
reasonable opinion of the Lender to carry out more effectually the provisions
and purposes of this Agreement or any other Loan Document.

                                       47
<PAGE>

6.14.  Environmental Matters.  The Credit Parties shall, and shall cause each of
       ---------------------
the Borrower's Subsidiaries to, comply, in all material respects, with the
provisions of all Environmental Laws and all permits, licenses, and approvals,
except where non-compliance is not reasonably likely to have a Material Adverse
Effect, and shall keep their properties free of any Lien imposed pursuant to any
Environmental Law. The Credit Parties shall not suffer or permit the property of
the Credit Parties or any of the Borrower's Subsidiaries to be used for the
treatment, transporting, storage, recycling or disposal of any waste or
discarded material or any Hazardous Material, except in the ordinary course of
its or their business or businesses and in compliance with Environmental Law,
except where non-compliance is not reasonably likely to have a Material Adverse
Effect and except for those conditions currently existing and as disclosed on
Schedule 6.14 hereto.

6.15.  Financial Covenants.   The Credit Parties shall comply with the financial
       -------------------
performance covenants set forth in the Fleet Credit Agreement (as amended and in
effect from time to time).

6.16.  Letter to Auditors.  The Parent shall at all times keep in full force and
       ------------------
effect a letter to its auditors authorizing such auditors (i) to disclose
information of any kind that such auditors may have with respect to the
business, operations, performance, properties or prospects of the Parent and its
Subsidiaries, and (ii) to discuss any matter relating to financial performance
with the Lender and comply with any reasonable request for information requested
by the Lender relating to the Parent and its Subsidiaries.

       SECTION 7.  NEGATIVE COVENANTS

       The Borrower covenants and agrees that, so long as any Revolving Loans or
any Letter of Credit or reimbursement obligation for a Letter of Credit is
outstanding or the Lender has any Commitment hereunder, it shall not, and shall
not permit any of its Subsidiaries to, without the prior written consent of the
Lender:

7.1.   Liens.  Create, incur, assume or suffer to exist any Lien upon any of its
       -----
property or assets of any character, whether owned at the date hereof or
hereafter acquired, or hold or acquire any property or assets of any character
under conditional sales, or other title retention agreements, other than the
following (collectively, "Permitted Liens"):

               (a)  Liens in favor of the Lender;

               (b)  (i)  Liens arising out of judgments or awards (other than
any judgment described in (S)11.1(h) hereof) in respect of which the Borrower
shall in good faith be prosecuting an appeal or proceedings for review and in
respect of which it shall have secured a subsisting stay of execution pending
such appeal or proceedings for review, provided it shall have set aside on its
books adequate reserves, in accordance with GAAP, with respect to such judgment
or award;

                    (ii) Liens for taxes, assessments or governmental charges or
levies (excluding any Liens under any Environmental Laws or with respect to
Hazardous Materials),

                                       48
<PAGE>

provided, that payment thereof shall not at the time be required in accordance
with the provisions of (S)6.2 hereof;

                    (iii)  deposits, Liens or pledges to secure payments of
workmen's compensation and other payments, unemployment and other insurance,
old-age pensions or other social security obligations, or the performance of
bids, tenders, leases, contracts (other than contracts for the payment of
money), public or statutory obligations surety, stay or appeal bonds, or other
similar obligations, each arising in the ordinary course of business;

                    (iv)   mechanics', construction, workmen's, repairmen's,
warehousemen's, vendors' or carriers' Liens, or other similar Liens arising in
the ordinary course of business and securing sums which are not past due or are
being contested by appropriate proceedings in accordance with and conforming to
the requirements of (S)6.2 hereof, or other form of security satisfactory to the
Lender, or deposits or pledges to obtain the release of any such Liens;

                    (v)    zoning restrictions, easements, licenses,
restrictions on the use of real property or minor irregularities in title
thereto, which do not materially impair the use of such property in the normal
operation of the business of the Borrower or its Subsidiaries or the value of
such property for the purpose of such business; and

                    (vi)   rights of offset and similar banker's rights in
respect of deposit accounts incurred in the ordinary course of business;

               (c)  existing Liens set forth in Schedule 7.1(c) hereto and any
renewals thereof, but not any increase in amount thereof and not any extension
thereof to other property;

               (d)  purchase money mortgages or other purchase money Liens
(including, without limitation, Capital Leases) upon any fixed or capital assets
hereafter acquired, or purchase money mortgages (including, without limitation,
Capital Leases) on any such assets hereafter acquired or existing at the time of
acquisition of such assets, whether or not assumed, so long as (i) any such Lien
does not extend to cover any other asset of the Borrower or any of its
Subsidiaries, and (ii) such Lien secures the obligation to pay the purchase
price of such asset (or the obligation under such Capital Leases) and interest
thereon only;

               (e)  Liens existing on assets acquired as part of a Permitted
Acquisition at the time such assets are so acquired by the Borrower (including
the indirect acquisition of such assets by virtue of a Permitted Acquisition of
stock or limited liability company interests owning such assets); and

               (f)  other Liens securing Indebtedness and other obligations
which, when aggregated with the Liens described in (S)(S) 7.1(d) and 7.1(e), do
not exceed $5,000,000 at any one time outstanding.

                                       49
<PAGE>

7.2. Indebtedness.  Create, incur, assume or suffer to exist, contingently or
     ------------
otherwise, any Indebtedness, other than the following (collectively, "Permitted
Indebtedness")(as long as no Default or Event of Default would otherwise arise
as a result thereof):

               (a)  Indebtedness under the Loan Documents;

               (b)  Indebtedness (not overdue) secured by Liens permitted by (S)
7.1(d) hereof;

               (c)  Indebtedness for Borrowed Money and Contingent Obligations
set forth on Schedule 7.2(c) hereof (and extensions, renewals or refinancings
(but not increases) thereof);

               (d)  Subject to the provisions of (S)7.3 hereof, intercompany
Indebtedness among the Borrower and its Subsidiaries or among such Subsidiaries;

               (e)  Guaranties permitted pursuant to (S)7.3 hereof;

               (f)  Purchase money Indebtedness hereafter incurred by the
Borrower to the seller of the capital stock, limited liability company
interests, or assets of any Person in connection with a Permitted Acquisition;

               (g)  Indebtedness existing on assets acquired as part of a
Permitted Acquisition at the time such assets are so acquired by the Borrower or
a Holding Company (including the indirect acquisition of such assets by virtue
of a Permitted Acquisition of stock or limited liability company interests
owning such assets); and

               (h)  Other Indebtedness not in excess of $5,000,000 in the
aggregate at any time outstanding.

7.3. Investments.  Lend or advance money or credit to any Person, or invest in
     -----------
(by capital contribution, creation of Subsidiaries or otherwise), or purchase or
repurchase the stock or Indebtedness, or all or a substantial part of the assets
or properties, of any Person, or enter into any exchange of securities with any
Person (each of the foregoing, an "Investment"), or agree to do any of the
foregoing, or permit or suffer to permit any of its Subsidiaries to do so, other
than the following (as long as no Default or Event of Default would otherwise
arise as a result thereof):

               (a)  endorsement of negotiable instruments for deposits or
collection in the ordinary course of business;

                                       50
<PAGE>

          (b)  (i)   Investments in securities issued, or that are directly and
fully guaranteed or insured, by the United States Government, Canada, or any
agency or instrumentality thereof having maturities of not more than six months
from the date of acquisition, (ii) time deposits and certificates of deposit
having maturities of not more than six months from the date of acquisition of
(x) the Lender or (y) any other commercial bank having capital and surplus in
excess of $500,000,000, the holding company of which has outstanding commercial
paper meeting the requirements specified in clause (iv) below, (iii) repurchase
agreements with a term of not more than seven days for underlying securities of
the types described in clauses (i) and (ii) above (provided, that the underlying
securities of the type described in clause (i) may have maturities of more than
six months from the date of acquisition) entered into with the Lender or any
other bank meeting the qualifications specified in clause (ii) above or with
securities dealers of recognized national standing, provided, that the terms of
such agreements comply with the guidelines set forth in the Federal Financial
Institutions Examinations Counsel Supervisory Policy Repurchase Agreements of
Depository Institutions With Securities Dealers and Others as adopted by the
Comptroller of the Currency on October 31, 1985, and provided, further, that
possession or control of the underlying securities is established as provided in
such Supervisory Policy, (iv) commercial paper rated (as of the date of
acquisition thereof) at least A-1 or the equivalent thereof by Standard & Poor's
Corporation and P-1 or the equivalent thereof by Moody's Investors Service, Inc.
and in either case maturing within six months after the date of its acquisition;
and (v) shares of funds registered under the Investment Company Act of 1940, as
amended, having assets of at least $500,000,000 which invest only in obligations
described above and which shares are rated by Moody's Investors Service, Inc. or
Standard & Poor's Corporation in one of its two highest rating categories
assigned by such agencies for obligations of such nature.

          (c)  Investments representing stock or obligations issued to the
Borrower or any of its Subsidiaries in settlement of claims against any other
Person by reason of a composition or readjustment of debt or a reorganization of
any debtor of the Borrower or such Subsidiary;

          (d)  Existing Investments described on Schedule 7.3(d) hereof;

          (e)  Investments in connection with Permitted Acquisitions pursuant to
(S)7.13 hereof;

          (f)  Guaranties hereafter made by the Borrower of purchase money
Indebtedness owing to the seller of the capital stock, limited liability company
or partnership interests, or assets of any Person in connection with a Permitted
Acquisition;

          (g)  Investments hereafter made by the Borrower or any Subsidiary in
Norlan, a Subsidiary of the Parent;

          (h)  Investments of an Acquired Person existing at the time such
Person is so acquired by the Borrower;

                                       51
<PAGE>

          (i)    Guaranties by the Borrower of operational obligations of any of
its Subsidiaries incurred in the ordinary course of business other than
Indebtedness for Borrowed Money; and

          (j)    Other Investments not in excess of $5,000,000 in the aggregate
at any time outstanding.

7.4. Merger, Sale of, Dissolution, Etc.

          (a)    Enter into any arrangement, directly or indirectly, whereby the
Borrower or any of its Subsidiaries shall sell or transfer any property owned by
it in order to lease such property or lease other property that the Borrower or
any of its Subsidiaries intends to use for substantially the same purpose as the
property being sold or transferred, without the prior written consent of the
Lender.

          (b)    Enter into any transaction of merger or consolidation, acquire
all or a substantial portion of the assets of any Person or transfer, sell,
assign, lease, or otherwise dispose of all or any part of its properties or
assets, or any stock or Indebtedness for Borrowed Money of the Borrower or any
of its Subsidiaries or issue or sell any of its equity interests in any rights,
warrants or options to acquire such, or wind up, liquidate or dissolve, or agree
to do any of the foregoing, except:

          (i)    asset sales (of property other than inventory) not exceeding
$2,000,000 in any Fiscal Year in the aggregate book value, in the ordinary
course of business of the Borrower and its Subsidiaries;

          (ii)   asset sales or other dispositions by the Borrower and its
Subsidiaries of worn out or obsolete property (including motor vehicles and
inventory) in the ordinary course of business, or assets otherwise no longer
required or useful for the conduct of business;

          (iii)  sales by the Borrower and its Subsidiaries of inventory in the
ordinary course of business;

          (iv)   licenses of intellectual property in the ordinary course of
business;

          (v)    the exchange of assets of the Borrower or any of its
Subsidiaries with any third-party for like-kind assets of equal or greater
value;

          (vi)   the merger of any Subsidiary of the Borrower organized under
the laws of the United States into another Subsidiary similarly organized;

          (vii)  the merger of any Subsidiary of the Borrower that is a
controlled foreign corporation into another Subsidiary that is a controlled
foreign corporation;

                                       52
<PAGE>

          (viii) mergers and acquisitions permitted pursuant to (S)7.13 hereof;
and

          (ix)   the dissolution of any Subsidiaries of the Borrower not owning
any material assets.

7.5.  Dividends, Redemptions and Other Payments. (a) Declare or pay, or suffer
      -----------------------------------------
or permit any of its Subsidiaries to declare or pay, any cash distributions in
respect of any shares of capital stock of any class in the Borrower or any of
its Subsidiaries, or declare or pay any cash dividends on any shares of capital
stock of any class of any of its Subsidiaries, in any cash now or hereafter
outstanding, or purchase, redeem, cancel or acquire any shares of capital stock
of any class in the Borrower or any of its Subsidiaries, or any capital stock of
any of its Subsidiaries or any option, warrant, or other right to acquire such
capital stock, or apply or set apart any of its assets therefor, or make any
distribution (by reduction of capital or otherwise) in respect of any such
shares of capital or any such option, warrant or other right, other than (i)
dividends paid or distributed by any Subsidiary to its direct parent and
contemporaneously therewith, to any minority shareholders of such Subsidiary,
and (ii) purchases of minority interests in Subsidiaries of the Borrower held by
any other Person.

7.6.  Subsidiaries. Form, acquire, or caused to be formed a Subsidiary unless
      ------------
and until any such Subsidiary enters into a guaranty in accordance with the
terms of (S)4.2 hereof.

7.7.  Transactions with Affiliates. Except as expressly permitted pursuant to
      ----------------------------
ordinary course repatriation agreements among Affiliates and approved in writing
by the Lender, enter into or perform any transaction, including, without
limitation, the purchase, leasing, sale or exchange of property or assets or the
hiring or rendering of any service, with any Affiliate of the Parent or any of
its Subsidiaries, except for (a) any transaction which is in the ordinary course
of its business, and which transaction is upon fair and reasonable terms no less
favorable to it than it could obtain in a comparable arm's length transaction
with a Person not an Affiliate of the Parent or any of its Subsidiaries; and (b)
subject to the provisions of this Agreement, transactions between the Credit
Parties; and (c) those transactions described in Schedule 7.7(c) hereof.

7.8.  Reserved.

7.9.  Amendments and Modifications. (a) Directly or indirectly, amend, modify,
      ----------------------------
supplement, waive compliance with, seek or grant a waiver under, or assent to
non-compliance with any instrument, document or agreement evidencing, creating,
guaranteeing or governing Indebtedness for Borrowed Money permitted under (S)7.2
hereof or entered into in connection therewith, if such amendments,
modifications, supplements, waivers, or consents could reasonably be expected to
adversely impact the ability of the Borrower and its Subsidiaries to perform all
of their obligations under the Loan Documents.

          (b)    Directly or indirectly, amend, modify, supplement, waive
compliance with, seek or grant a waiver under, or assent to noncompliance with:
any material term of the articles of incorporation or by-laws of the Borrower or
any of its Subsidiaries; provided, however, that the Borrower may effectuate
such amendments, so long as such proposed changes

                                       53
<PAGE>

do not adversely impact the ability of the Borrower and its Subsidiaries to
fulfill their respective obligations under the Loan Documents.

7.10. Fiscal Year. Change the Fiscal Year of the Borrower or any of its
      -----------
Subsidiaries, except to conform any Subsidiary's fiscal year to that of Parent's
fiscal year.

7.11. Change of Business. Engage in any business other than the design,
      ------------------
manufacture, and sale of electronic data, communication, switchboard and
transmission equipment, cables, other products used to link electronic
equipment, network structured wiring systems and components, metal fabricated
products, and aluminum castings, other businesses or activities similar or
related thereto, and other lines of business consented to by the Lender.

7.12. Negative Pledges. Permit the Borrower or any of its Subsidiaries to enter
      ----------------
into or become subject to, directly or indirectly, including, without
limitation, as a non-party Subsidiary of a party, to any agreement prohibiting
or restricting, in any manner (including, without limitation, by way of
covenant, representation or event of default), (i) the incurrence, creation or
assumption of any Indebtedness, or any Lien upon any property of the Borrower or
any of its Subsidiaries, (ii) the sale, disposition or pledge of any asset of
the Borrower or any of its Subsidiaries, (iii) the incurrence or existence of
any Contingent Obligations of the Borrower or any of its Subsidiaries, or (iv)
any amendment or supplement to or waiver under this Agreement or any other Loan
Document or other document relating to the Lender Debt.

7.13. Permitted Acquisitions. (a) Invest in, purchase stock in or all or a
      ----------------------
substantial part of the assets of properties of any Person, or enter into any
exchange of securities with any Person, enter into any transaction, merger or
consolidation or acquire all or a substantial portion of the assets of any
Person except for Permitted Acquisitions.

          (b) Within five (5) Business Days after the consummation of the
Permitted Acquisition, the Borrower shall furnish the Lender with a copy of all
applicable purchase agreements and other information and documentation as may be
reasonably requested by the Lender with respect to the Permitted Acquisition.

7.14. Amendments to Section 7. The Credit Parties and the Lender acknowledge
      -----------------------
that the provisions of this Section 7 are intended to correspond to the negative
covenants concerning the same subject matter contained in the Fleet Credit
Agreement. In the event that the negative covenants contained in the Fleet
Credit Agreement are amended or waived by the parties thereto, the corresponding
provisions of this Section 7 shall be similarly amended or waived without the
necessity of any action by the Credit Parties and the Lender.

      SECTION 8. CONDITIONS PRECEDENT TO INITIAL BORROWINGS AND ISSUANCE OF
LETTERS OF CREDIT

      The obligation of the Lender to make the Revolving Loans to be made on the
Closing Date or to issue any Letter of Credit on the Closing Date is, in each
case, subject to fulfillment (or waiver in writing by the Lender) of the
following conditions precedent:

                                       54
<PAGE>

8.1.  Opinions of Counsel. The Lender shall have received on or before the day
      -------------------
of such initial borrowing, from Kirkland and Ellis and Stikeman Elliot , special
counsel to the Borrower and Guarantors, favorable opinions addressed to the
Lender and dated the Closing Date, in form and substance reasonably satisfactory
to the Lender.

8.2.  Financial Status. The Lender shall have received such financial and other
      ----------------
information as the Lender shall have reasonably requested, including, without
limitation, (a) the annual audited financial statements for the Parent and its
Subsidiaries for the fiscal year most recently ended, (b) the unaudited
financial statements of the Parent and its Subsidiaries for the fiscal quarter
most recently ended, and (c) the October 10, 2001 forecast for the period
through July 31, 2002 and financial projections for the Parent and its
Subsidiaries for the period from August 1, 2002 through July 31, 2004, each of
the foregoing to be reasonably satisfactory in form and substance to the Lender.

8.3.  No Material Adverse Change. In the judgment of the Lender, (i) no Material
      --------------------------
Adverse Change shall have occurred with respect to the Parent and its
Subsidiaries since October 31, 2001 as reflected in the audited financial
statements of the Parent and its Subsidiaries as at and for the period ending as
of July 31, 2001 and the unaudited financial statements of the Parent as and for
the period ending as of October 31, 2001, delivered to the Lender prior to the
Closing Date; and (ii) the Lender shall not have become aware of any previously
undisclosed materially adverse information with respect to the Parent and its
Subsidiaries.

8.4.  Qualifications. Each Credit Party shall be duly qualified and in good
      --------------
standing in each jurisdiction in which it owns or leases property or in which
the conduct of its business requires it to so qualify, except where the failure
to so qualify would not have a Material Adverse Effect on such Credit Party.

8.5.  Loan Documents. The Lender (or its counsel) shall have received from each
      --------------
party hereto either (i) a counterpart of this Agreement and all other Loan
Documents signed on behalf of such party or (ii) written evidence satisfactory
to the Lender (which may include telecopy transmission of a signed signature
page of this Agreement) that such party has signed a counterpart of this
Agreement and all other Loan Documents.

8.6.  Supporting Letter of Credit. The Lender shall have received the Supporting
      ---------------------------
Letter of Credit, on such terms and conditions as are acceptable to the Lender.

8.7.  Examination of Books. The Lender shall have been afforded the opportunity
      --------------------
prior to closing, to review the books, records, leases, contracts, pension
plans, workers' compensation and retiree health plans, product liability
litigation, insurance coverage and properties of the Borrower, and to perform
such other due diligence regarding the Credit Parties as the Lender shall have
required, the results of which review and due diligence shall have been
reasonably satisfactory to the Lender and their counsel.

                                       55
<PAGE>

8.8.  Corporate Structure. The Lender shall be satisfied in all respects with
      -------------------
the legal structure and capitalization of each of the Credit Parties and all
documentation relating thereto, including, without limitation, the ownership of
assets thereby and the terms and conditions of each charter, by-laws and each
class of capital stock of each Credit Party.

8.9.  Fees to Lender. All fees and reimbursable expenses payable to the Lender
      --------------
with respect to the financing hereunder on or prior to the Closing Date shall
have been paid (or shall be payable on the Closing Date simultaneously with the
first Loan made hereunder) in full in immediately available funds.

8.10. Disbursement Authorization. The Lender shall have received a disbursement
      --------------------------
authorization letter, substantially in the form of Exhibit 8.10 hereto, duly
executed and delivered by the Borrower as to the disbursement on the Closing
Date of the proceeds of the initial Revolving Loans.

8.11. Litigation. There shall be (a) no litigation involving any Credit Party
      ----------
which in the reasonable business judgment of the Lender would be reasonably
likely to have a Material Adverse Effect on any Credit Party, the ability of the
Credit Parties to perform their respective obligations under the Loan Documents,
or the ability of any Credit Party to consummate any component of the
transactions contemplated hereby, unless the respective Credit Party is in good
faith diligently contesting same and has made appropriate reserves against any
potential liability in connection with such litigation, and (b) no judgment,
order, injunction or other similar restraint prohibiting any of the transactions
contemplated hereby.

8.12. Compliance with Law. The Lender shall be satisfied that (i) each Credit
      -------------------
Party has obtained all material and appropriate authorizations and approvals of
all Governmental Bodies required for the due execution, delivery and performance
by such Credit Party of each of the Loan Documents to which it is or will be a
party and for the perfection of or the exercise by the Lender of its rights and
remedies under the Loan Documents and (ii) the Revolving Loans as well as all
other transactions contemplated hereby, shall be in material compliance with,
and shall have obtained all material and appropriate approvals pertaining to,
all Applicable Laws, rules, regulations and orders, including, without
limitation, all governmental, environmental, retiree health benefits, workers'
compensation and other requirements, regulations and laws and shall not
contravene any charter, by-law, debt instrument or other material agreement of
any of the Credit Parties.

8.13. Proceedings; Receipt of Documents. All requisite corporate action and
      ---------------------------------
proceedings in connection with the borrowings and the execution and delivery of
the Loan Documents and the issuance of the Letters of Credit, shall be
reasonably satisfactory in form and substance to the Lender and the Lender shall
have received, on or before Closing Date, all information and copies of all
documents, including, without limitation, records of requisite corporate action
and proceedings, which the Lender may have requested in connection therewith,
such documents where requested by the Lender to be certified by appropriate
corporate Persons or Governmental Bodies.

                                       56
<PAGE>

8.14. Solvency Certificate. The Lender shall have received a solvency
      --------------------
certificate with respect to the Borrower from an officer of the Parent familiar
with the Borrower's financial condition in form satisfactory to the Lender.

8.15. No Default or Event of Default. The Lender shall be satisfied that no
      ------------------------------
event which would constitute a Default or Event of Default hereunder then
exists.

8.16. Fleet Credit Agreement; Intercreditor Agreement. The Parent and its
      -----------------------------------------------
Subsidiaries shall have entered into the Fleet Credit Agreement and all
conditions precedent to the effectiveness of the Fleet Credit Agreement shall
have been satisfied or waived. The Lender and Fleet shall have entered into an
intercreditor agreement on terms acceptable to each of them.

8.17. Repayment of Indebtedness. All Indebtedness of the Parent and its
      -------------------------
Subsidiaries (including the Borrower) under the Prior Agreement (other than
Letters of Credit and bank guaranties to be continued under the Fleet Credit
Agreement) and all other Indebtedness for Borrowed Money owed by the Borrower or
any of its Subsidiaries (other than Permitted Indebtedness) shall be paid in
full on the effective date of this Agreement.

8.18. Government Regulations. No material changes in governmental regulations or
      ----------------------
policies affecting the Borrower, the Guarantors, or the Lender shall have
occurred.

      SECTION 9. CONDITIONS PRECEDENT TO EACH BORROWING AND ISSUANCE OF LETTERS
OF CREDIT

      The obligation of the Lender to make any Revolving Loan or to issue any
Letter of Credit is subject to fulfillment of the following conditions precedent
unless waived in writing by the Lender:

9.1.  Borrower's Certificate; Other Conditions. (a) The Borrower shall have
      ----------------------------------------
delivered to the Lender a Borrower's Certificate dated the date of a Loan or
Letter of Credit, as the case may be.

          (b)  (i)  All representations and warranties made by each of the
Credit Parties contained herein or otherwise made in any Loan Document
(including, without limitation, in each Borrower's Certificate), officer's
certificate or any agreement, instrument, certificate, document or other writing
delivered to the Lender in connection herewith or therewith, shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
borrowing or issuance of such Letter of Credit  (unless any such representation
or warranty speaks as of a particular date, in which case it shall be deemed
repeated as of such date and except as otherwise specified in a Written Notice
by the Borrower to the Lender pursuant to (S)12.4 hereof); (ii) on the date of
such borrowing or issuance there shall exist no Default or Event of Default;
(iii) if the Borrower shall be requesting a Letter of Credit, the Lender on
behalf of the Issuing Lender  shall have (to the extent requested by the Issuing
Lender) received a duly executed and delivered Letter of Credit Agreement with
respect thereto; (iv) the Borrower shall have complied with all procedures and
given all certificates, notices and other documents required hereunder for such
advance or issuance; and

                                       57
<PAGE>

(v) the Lender shall have received such other approvals, opinions or documents
the Lender may have reasonably requested.

9.2.  Written Notice of Loan. Except as otherwise provided in Section 3 hereof,
      ----------------------
prior to the time of each Loan or the renewal or conversion of any Loan, or
portion thereof, the Lender shall have received Written Notice of such Loan or
the renewal or conversion of such Loan, or portion thereof, as the case may be,
in accordance with Section 2 hereof.

      SECTION 10.  USE OF PROCEEDS

      Proceeds of Revolving Loans shall be used to refinance existing
Indebtedness of the Credit Parties and for working capital and other general
business purposes of the Credit Parties and their Subsidiaries, including to
support the issuance of Letters of Credit hereunder and to pay for Permitted
Acquisition expenditures.

      SECTION 11.  DEFAULTS AND REMEDIES

11.1. Events of Default. If any one or more of the following events (each an
      -----------------
"Event of Default" and collectively, called "Events of Default") shall occur for
any reason whatsoever (and whether such occurrence shall be voluntary or
involuntary or come about or be effected by operation of law or pursuant to or
in compliance with any judgment, decree or order of any court or any order, rule
or regulation of any administrative or Governmental Body):

          (a) default shall be made in the due and punctual payment of the
      principal of any of the Revolving Loans or the reimbursement of any
      drawings under Letters of Credit, when and as the same shall become due
      and payable whether pursuant to Section 2 or Section 3 hereof, at
      maturity, by acceleration or otherwise; or

          (b) default shall be made in the due and punctual payment of any
      installment of interest on any of the Revolving Loans or any other Lender
      Debt or of any fee or expense owing to the Lender pursuant to any of the
      Loan Documents, when and as such amount of interest, fee or expense shall
      become due and payable and such default shall continue unremedied for
      three (3) Business Days; or

          (c) an event of default shall have occurred and be continuing under
      the Fleet Credit Agreement (which event of default shall not have been
      waived by the Lenders under the Fleet Credit Agreement); or

          (e) any Credit Party shall (i) be unable to pay its debts generally as
      they become due or commit any other act of bankruptcy; (ii) file a
      petition to take advantage of any insolvency act; (iii) make an assignment
      for the benefit of its creditors generally; (iv) commence or consent to a
      proceeding for the appointment of a receiver, trustee, liquidator or
      conservator of itself or of a whole or any substantial part of its
      property; (v) file or consent to a petition, application, or answer
      seeking reorganization or arrangement or similar relief under the United
      States Bankruptcy Code or any other Applicable Law or

                                       58
<PAGE>

      statute of the United States of America or any state thereof or any other
      applicable jurisdiction or under any Canadian Insolvency Laws, (vi) by
      appropriate proceedings of the board of directors, or the general or
      limited partners or other governing body of any Credit Party, authorize
      the filing of any such petition, making of such assignment, winding up, or
      commencement of such a proceeding; or

          (f) a court of competent jurisdiction shall issue or enter an order,
      receiving order, judgment or decree appointing a custodian, receiver,
      trustee, liquidator or conservator of any Credit Party or of the whole or
      any substantial part of its properties, or approve a petition filed
      against any Credit Party seeking reorganization or arrangement or similar
      relief under the United States Bankruptcy Code or any other Applicable Law
      or statute of the United States of America or any state thereof or any
      other applicable jurisdiction or under any Canadian Insolvency Laws, or
      if, under the provisions of any other law for the relief or aid of
      debtors, a court of competent jurisdiction shall assume custody or control
      of any Credit Party or of the whole or any substantial part of its
      properties; or if there is commenced against any Credit Party any
      proceeding for any of the foregoing relief and such proceeding or petition
      remains undismissed for a period of sixty days; or if any Credit Party by
      any act indicates its consent to or approval of any such proceeding or
      petition; or

          (g) the Lender shall have received Written Notice from Fleet that the
      Supporting Letter of Credit will not be renewed or extended for an
      additional twelve (12) month period, or the Supporting Letter of Credit is
      not so renewed or extended to the satisfaction of the Lender on or before
      the thirtieth day before its scheduled expiry;

      then, and in any such event and at any time thereafter, if such or any
      other Event of Default shall then be continuing:

              (A) either or both of the following actions may be taken: (i) the
          Lender may, at its option,(x) declare any obligation to lend hereunder
          (including, without limitation, the Lender's Commitment) terminated,
          and/or (y) declare any obligation to issue Letters of Credit hereunder
          terminated, whereupon such obligation to make further Revolving Loans
          or issue Letters of Credit hereunder shall terminate immediately and
          (ii) the Lender may, at its option, declare any or all of the Lender
          Debt to be due and payable, and the same, all interest accrued thereon
          and all other Lender Debt shall forthwith become due and payable
          without presentment, demand, protest or notice of any kind, all of
          which are hereby expressly waived, anything contained herein or in any
          instrument evidencing the Lender Debt to the contrary notwithstanding;
          provided, however, that notwithstanding the above, if there shall
          occur an Event of Default under clause (e) (other than clause (e)(i))
          above or clause (f) above, then the obligation of the Lender to lend
          and issue Letters of Credit hereunder (including, without limitation,
          the Lender's Commitment) shall automatically terminate and any and all
          of the Lender Debt shall be immediately due and payable without any
          action by the Lender or the Lender;

                                       59
<PAGE>

               (B) the Lender shall have the right, in its sole discretion, to
          make a drawing upon the Supporting Letter of Credit and to determine
          which other rights, or remedies it shall at any time pursue,
          relinquish, subordinate, modify or take any other action with respect
          thereto, without in any way modifying or affecting any of them or any
          of the Lender's rights hereunder; and any moneys, deposits, balances
          or other property which may come into the Lender's hands at any time
          or in any manner, may be retained by the Lender and applied to any of
          the Lender Debt as provided in (S)11.5 hereof.

11.2.  Suits for Enforcement. (a) In case any one or more Events of Default
       ---------------------
shall occur and be continuing, the Lender may proceed to protect and enforce its
rights or remedies either by suit in equity or by action at law, or both,
whether for the specific performance of any covenant, agreement or other
provision contained herein or in any document or instrument delivered in
connection with or pursuant to this Agreement or any other Loan Document, or to
enforce the payment of the Lender Debt or any other legal or equitable right or
remedy.

          (b)  If, for the purposes of obtaining judgment in any court or
obtaining an order enforcing a judgment, it becomes necessary to convert any
amount due under this Agreement in Dollars or in any other currency (hereinafter
in this section called the "First Currency") into any other currency
(hereinafter in this section called the "Second Currency"), then the conversion
shall be made at the Lender's spot rate of exchange for buying the First
Currency with the Second Currency prevailing at the Lender's close of business
on the Business Day next preceding the day on which the judgment is given or (as
the case may be) the order is made. In the event that there is a difference
between the rate of exchange on the basis of which the amount of such judgment
order is determined and the rate of exchange prevailing on the date of payment,
then the rate of exchange prevailing on the date of payment shall govern the
amount owing hereunder, and the Borrower hereby agrees to pay such additional
amount as may be necessary to ensure that the amount paid on such date in the
Second Currency is the amount in said such Second Currency which, when converted
at the Lender's spot rate of exchange for buying the First Currency with the
Second Currency prevailing at the Lender's opening of business on the date of
payment, as the amount which was due under this Agreement in the First Currency
before such judgment was obtained or made. Any amount due from the Borrower to
the Lender under the second sentence of this section will be due as separate
debt of the Borrower to the Lender and shall not be affected by judgment or
order being obtained for any other sum due under or in respect of this
Agreement. The covenant contained in this section shall survive the payment in
full of all of the other obligations of the Borrower under this Agreement.

11.3.  Rights and Remedies Cumulative. No right or remedy herein conferred upon
       ------------------------------
the Lender is intended to be exclusive of any other right or remedy contained
herein or in any instrument or document delivered in connection with or pursuant
to this Agreement or any other Loan Document, and every such right or remedy
shall be cumulative and shall be in addition to every other such right or remedy
contained herein and therein or now or hereafter existing at law or in equity or
by statute, or otherwise.

                                       60
<PAGE>

11.4.  Rights and Remedies Not Waived. No course of dealing between any of the
       ------------------------------
Credit Parties and the Lender or any failure or delay on the part of the Lender
in exercising any rights or remedies hereunder shall operate as a waiver of any
rights or remedies of the Lender and no single or partial exercise of any rights
or remedies hereunder shall operate as a waiver or preclude the exercise of any
other rights or remedies hereunder or of the same right or remedy on a future
occasion.

11.5.  Application of Proceeds.

          (a)  After the occurrence of an Event of Default and acceleration of
the Lender Debt, the proceeds realized from the Credit Parties and collections
from each Guaranty of the Lender Debt and from the Supporting Letter of Credit
shall be applied by the Lender to payment of the Lender Debt in the following
order, unless the Lender otherwise agrees in writing or a court of competent
jurisdiction shall otherwise direct:

               (i)    FIRST, to payment of all costs and expenses of the Lender
     incurred in connection with the preservation, collection and enforcement of
     the Lender Debt or any Guaranties;

               (ii)   SECOND, to payment of that portion of the Lender Debt
     constituting accrued and unpaid interest and fees and indemnities payable
     under Section 2 hereof;

               (iii)  THIRD, ratably to (A) the Lender (or affiliate of a
     Lender) to reimburse the Lender (or Affiliate of a Lender) for amounts due
     under any Hedge Agreements to the extent such Hedge Agreements constitute
     Lender Debt and (B) to payment of the principal of the Lender Debt
     (excluding the aggregate undrawn amount of any then outstanding Letters of
     Credit issued for the account of the Borrower);

               (iv)   FOURTH, to the extent, with respect to Letters of Credit
     issued for the account of the Borrower, that the collateral, if any, held
     by the Lender as security for such Letters of Credit is less than the
     undrawn amount of the Letters of Credit outstanding at the time of
     distribution hereunder, to the Lender to be held by the Lender as
     additional collateral therefor;

               (v)    FIFTH, to the payment of all other Lender Debt;

               (vi)   SIXTH, the balance, if any, after all of the Lender Debt
     has been satisfied, shall be deposited by the Lender in an operating
     account of the Borrower with the Lender designated by the Borrower, or paid
     over to such other Person or Persons as may be required by law.

                                       61
<PAGE>

          (b)  The Credit Parties acknowledge and agree that they shall remain
liable to the extent of any deficiency between the amount of the proceeds of any
collateral and collections hereunder and under the Guaranties (to the fullest
extent recourse of such Credit Parties under hereunder and under such
Guaranties) and the aggregate amount of the sums referred to in subparagraph
(a), above.

       SECTION 12.    MISCELLANEOUS

12.1.  Collection Costs. Each of the Credit Parties shall, jointly and
       ----------------
severally, pay all of the reasonable out of pocket costs and expenses of the
Lender (including, without limitation, attorneys' fees) in connection with the
preparation, administration and amendment of the Loan Documents. In addition,
each of the Credit Parties shall, jointly and severally, pay all of the
reasonable out of pocket costs and expenses incurred by the Lender (including,
without limitation, attorneys' fees) to collect, enforce, protect, maintain,
preserve or foreclose its interests with respect to this Agreement, the
Revolving Loans, any other Loan Documents, the Lender Debt, or any security for
the Lender Debt or under any instrument or document delivered pursuant to this
Agreement, or in connection with the Lender Debt, or to protect the rights of
any holder or holders with respect thereto, which amounts shall be part of the
Lender Debt, and the Lender may take judgment for all such amounts. The
reasonable attorney's fees arising from such services, including those of any
appellate proceedings, and all reasonable expenses, costs, charges and other
fees incurred by such counsel in any way or with respect to or arising out of or
in connection with or relating to any of the events or actions described in this
(S)12.1 shall be payable by the Credit Parties to the Lender on demand (with
interest accruing from two Business Days following the date of such demand) and
shall be additional obligations under this Agreement. Without limiting the
generality of the foregoing, such expenses, costs, charges and fees may include:
recording costs, appraisal costs, paralegal fees, costs and expenses; investment
bankers fees, costs, and expenses; environmental and other engineers fees, costs
and expenses; accountants' fees, costs and expenses; fees, costs, and expenses
of other experts; court costs and expenses; photocopying and duplicating
expenses; court reporter fees, costs and expenses; long distance telephone
charges; air express charges; telegram charges; telecopier charges; secretarial
overtime charges; and expenses for travel, lodging and food paid or incurred in
connection with the performance of such legal services.

12.2.  Amendment, Modification and Waiver. (a) Except as otherwise specifically
       ----------------------------------
provided herein, no amendment, modification or waiver of any provision of the
Loan Documents and no consent by the Lender to any departure therefrom by any of
the Credit Parties shall be effective unless such amendment, modification or
waiver shall be in writing and signed by a duly authorized officer of the
appropriate Credit Party and the Lender, and the same shall then be effective
only for the period and on the conditions and for the specific instances and
purposes specified in such writing.

          (b)  No notice to or demand on any of the Credit Parties in any case
shall entitle any of the Credit Parties to any other or further notice or demand
in similar or other circumstances, except as specifically provided herein.

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<PAGE>

12.3.  Governing Law. THIS AGREEMENT AND THE LOAN DOCUMENTS SHALL BE CONSTRUED
       -------------
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF CANADA AND THE PROVINCE OF
ONTARIO (without regard to conflict of laws) unless the terms of any Loan
Document, provides otherwise, in which case the said Loan Document shall be
construed in accordance with and governed by the laws as provided therein.

12.4.  Notices. All notices, requests, demands or other communications provided
       -------
for herein shall be in writing (unless otherwise expressly provided herein) and
shall be deemed to have been given (a) if by registered or certified mail,
return receipt requested, four Business Days following the date when sent, (b)
if by overnight courier, when received, (c) if by telecopier, when sent and
confirmed, or (d) if personally delivered or delivered by messenger, when
receipted for, in each case, addressed to the Parent or the Borrower or to the
Lender, at its respective office under its name on the signature pages of this
Agreement and to the attention of the Person so designated, or to such Person or
address as any party hereto shall designate to the other from time to time in
writing forwarded in like manner.

12.5.  Fees and Expenses. Whether or not any Revolving Loans or other financial
       -----------------
accommodations are made hereunder, the Borrower shall pay all reasonable
expenses paid or incurred by the Lender in connection with the transactions
contemplated hereunder including, but not limited to, appraisal fees, title
insurance fees, audit fees, recording fees, computer fees, duplication fees,
telephone and telecopier fees, travel and transportation fees, search and filing
fees, and the reasonable fees and expenses (including any applicable taxes) of
Messrs. Riemer & Braunstein, LLP and Osler, Hoskin & Harcourt LLP, special
counsel to the Lender. Such expenses shall also include, without limitation, any
out of pocket costs paid or incurred by the Lender in connection with any
waivers, amendments, modifications, extensions, renewals, renegotiations or
"work-outs" of this Agreement, any other Loan Document or any other instrument
or document delivered in connection herewith or therewith, and any consents or
approvals provided hereunder or thereafter or otherwise requested by any Credit
Party. Without limiting the generality of the foregoing, such expenses, costs,
charges and fees may include: recording costs, appraisal costs, paralegal fees,
costs and expenses; accountants' fees, costs and expenses; investment bankers
fees, costs, and expenses; environmental and other engineers fees, costs and
expenses; fees, costs, and expenses of other experts; photocopying and
duplicating expenses; long distance telephone charges; air express charges;
telegram charges; telecopier charges; secretarial overtime charges; and expenses
for travel, lodging and food paid or incurred in connection with the performance
of such legal services.

12.6.  Stamp or Other Tax. Should any stamp or excise tax become payable in
       ------------------
respect of this Agreement, any other Loan Document, the Lender Debt or any
modification hereof or thereof, each of the Credit Parties shall pay, the
liability of which is joint and several, the same (including interest and
penalties, if any) and shall hold the Lender harmless with respect thereto.

                                       63
<PAGE>

12.7.  Waiver of Jury Trial and Setoff. In any litigation in any court with
       -------------------------------
respect to, in connection with, or arising out of this Agreement, any of the
Revolving Loans, or other Loan Documents, or any instrument or document
delivered pursuant to this Agreement, or the validity, protection,
interpretation, collection or enforcement thereof, or any other claim or dispute
howsoever arising, between any Credit Parties and the Lender, EACH CREDIT PARTY
HEREBY, to the fullest extent it may effectively do so, waives the right to
interpose any setoff, recoupment, counterclaim or cross-claim in connection with
any such litigation, irrespective of the nature of such setoff, recoupment,
counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or
cross-claim could not, by reason of any applicable procedural laws, be
interposed, pleaded or alleged in any other action and waives any right to
special, exemplary, consequential, or punitive damages; and the LENDER and EACH
CREDIT PARTY WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION. EACH
OF THE CREDIT PARTIES AGREES THAT THIS (S)12.7 IS A SPECIFIC AND MATERIAL ASPECT
OF THIS AGREEMENT AND ACKNOWLEDGES THAT THE LENDER WOULD NOT EXTEND TO THE
BORROWER ANY FINANCIAL ACCOMMODATIONS HEREUNDER IF THIS (S)12.7 WERE NOT PART OF
THIS AGREEMENT.

12.8.  Termination of Agreement. (a) The Lender shall have the right to
       ------------------------
terminate this Agreement immediately, at any time, during the continuance of an
Event of Default under Section 11 hereof.

          (b)  The Borrower may terminate this Agreement at any time when either
(x) no Letters of Credit are outstanding, or (y) the Borrower have provided cash
collateral satisfactory to the Lender in an amount equal to the undrawn amount
of all outstanding Letters of Credit, in each case upon not less than ten days'
prior Written Notice (which shall be irrevocable) to the Lender of termination
and by prepaying the Revolving Loans in whole, terminating the Commitment and
paying all other amounts payable hereunder and all applicable penalties, fees,
charges, premiums and costs, all as provided hereunder.

          (c)  The termination of this Agreement shall not affect any rights of
the Credit Parties or the Lender or any obligation of any of the Credit Parties
or the Lender to the others, arising on or prior to the effective date of such
termination, and the provisions hereof shall continue to be fully operative
until all Lender Debt of the Credit Parties and their Subsidiaries hereunder
incurred on or prior to such termination have been paid and performed in full.

          (d)  Upon the giving of notice of termination of this Agreement, all
Lender Debt shall be due and payable on the date of termination specified in
such notice.

          (e)  The rights granted to the Lender hereunder shall continue in full
force and effect, notwithstanding the termination of this Agreement, until all
of the Lender Debt has been paid in full in cash.

          (f)  Notwithstanding the foregoing, if after receipt of any payment of
all or any part of the Lender Debt, the Lender is for any reason compelled to
surrender such payment to any Person or entity because such payment is
determined to be void or voidable as a

                                       64
<PAGE>

preference, an impermissible setoff, a diversion of trust funds or for any other
reason, this Agreement shall continue in full force (except that the Commitment
of the Lender shall have been terminated), and the Credit Parties, as
appropriate, shall be liable to, and shall indemnify and hold the Lender
harmless for, the amount of such payment surrendered until the Lender shall have
been finally and irrevocably paid in full. The provision of the foregoing
sentence shall be and remain effective notwithstanding any contrary action which
may have been taken by the Lender in reliance upon such payment, and any such
contrary action so taken shall be without prejudice to the Lender's rights under
this Agreement and shall be deemed to have been conditioned upon such payment
having been become final and irrevocable.

          (g)  All indemnities, representations, warranties, covenants, waivers
and agreements provided for under this Agreement and the other Loan Documents,
including, without limitation, under (S)(S)2.21, 12.5 and 12.20, shall (unless
otherwise specifically provided herein) survive the termination of this
Agreement and the payment in full of the Lender Debt.

12.9.  Captions. The captions of the various sections and paragraphs of this
       --------
Agreement have been inserted only for the purpose of convenience; such captions
are not a part of this Agreement and shall not be deemed in any manner to
modify, explain, enlarge or restrict any of the provisions of this Agreement.

12.10.  Lien; Setoff by Lender.

          (a)  Each of the Credit Parties hereby grants to the Lender a
continuing Lien for all Lender Debt upon any and all monies, securities and
other property of such Credit Party and the proceeds thereof, now or hereafter
held or received by, or in transit to, the Lender from or for such Credit Party,
whether for safekeeping, custody, pledge, transmission, collection or otherwise,
and also upon any and all deposits (general or special) and credits of such
Credit Party with, and any and all claims of such Credit Party against, the
Lender, at any time existing.

          (b)  Upon the occurrence and during the continuance of an Event of
Default, the Lender is hereby authorized at any time and from time to time,
without notice to such Credit Party, to setoff, appropriate and apply any or all
items hereinabove referred to against the Lender Debt of such Credit Party,
regardless of the adequacy of any collateral which secures the Lender Debt.
After any such setoff by the Lender, the Lender shall notify the Credit Party
against which it setoff of the exercise by it of such right of setoff, provided,
that the failure of the Lender to so notify each Credit Party shall not affect
the validity of such setoff or create a cause of action against the Lender. Any
and all rights to require the Lender to exercise their rights and remedies with
respect to any other collateral prior to exercising their right of setoff are
hereby knowingly, voluntarily and irrevocably waived.

                                       65
<PAGE>

12.11.  Payment Due on Non-Business Day. Whenever any payment to be made
        -------------------------------
hereunder or under any other Loan Document or on any Loan shall be stated to be
due and payable, or whenever the last day of any Interest Period would otherwise
occur, on a day which is not a Business Day, such payment shall be made and the
last day of such Interest Period shall occur on the next succeeding Business Day
and such extension of time shall in such case be included in computing interest
on such payment; provided, however, that if such extension would cause a payment
of a LIBOR Advance to be made, or the last day of such Interest Period for a
LIBOR Advance to occur, in the next following calendar month, such payment shall
be made and the last day of such Interest Period shall occur on the next
preceding Business Day.

12.12.  Service of Process. Each of the Credit Parties hereby irrevocably
        ------------------
consents to the non-exclusive jurisdiction of the courts of the Province of
Ontario in connection with any action or proceeding arising out of or relating
to this Agreement, any Guaranty, all or any of the Lender Debt, any other Loan
Document or any document or instrument delivered pursuant to this Agreement. In
any such litigation, each of the Credit Parties waives, to the fullest extent it
may effectively do so, personal service of any summons, complaint or other
process and agrees that the service thereof may be made by certified or
registered mail directed to the Borrower at its address set forth in (S)12.4
hereof. Within thirty days after such mailing, such Credit Party shall appear,
answer or move in respect of such summons, complaint or other process. Should
such Credit Party fail to appear or answer within said thirty-day period, such
Credit Party shall be deemed in default and judgment may be entered by the
Lender on behalf of the Lender against such Credit Party for the amount as
demanded in any summons, complaint or other process so served. Each of the
Credit Parties hereby waives, to the fullest extent it may effectively do so,
the defenses of forum non conveniens and improper venue.

12.13.  Sale, Assignment or Transfer to Additional Lender. (a) Without limiting
        -------------------------------------------------
any additional rights which the Lender may have under (S)12.14 hereof (but
subject to the provisions set forth thereunder), the Lender may execute one or
more amendments of this Agreement or any other Loan Document so that each
Additional Lender shall be a named party thereof with all of the rights and
obligations of the Lender hereunder.

          (b)  Each Credit Party hereby agrees that it shall execute and
deliver, at the request of the Lender any amendment to any Loan Document to
effectuate this (S)12.13. The terms "sale," "assignment" or "transfer" shall
include a novation or assumption by any Additional Lender of all or any portion
of any obligations and commitments hereunder.

12.14.  Benefit of Agreement; Assignments by Lender; Participations. (a) This
        -----------------------------------------------------------
Agreement shall be binding upon and inure to the benefit of the parties hereto,
and their respective successors and permitted assigns, except that the
obligations of the Lender to make Revolving Loans, to issue Letters of Credit
and to furnish other financial accommodations hereunder shall not inure to the
benefit of any successors and assigns of the Borrower.

          (b)  No Credit Party may assign or transfer any of its interests
hereunder without the prior written consent of the Lender.  The Lender may make,
carry or transfer its

                                       66
<PAGE>

share of the Revolving Loans at, to or for the account of any of its branch
offices or the office of one or more of its Affiliates., including, without
limitation, BNP Paribas S.A.

          (c)  The Lender may, subject to the other provisions of this Agreement
and,  if no Default then exists, with the prior written consent of the Parent
(which consent shall not be unreasonably withheld or unreasonably delayed),
assign and sell its rights with respect to and delegate its obligations under
this Agreement, its Revolving Loans or its Commitment, in whole or in part, to
any institutional lender or institutional investor (including a commercial bank,
thrift, finance company, insurance company or pension fund) (each, an
"Additional Lender") and may without the consent of the Parent, grant
participations therein to any institutional lender or institution investor, in
which event:

               (i)  in the case of an assignment, upon notice thereof by the
     Lender to the Parent, the Additional Lender shall have, to the extent of
     such assignment (unless otherwise provided therein), the same rights and
     benefits as it would have if it were such assigning Lender hereunder; and

               (ii) in the case of a participation, (A) the Lender's obligations
     under this Agreement shall remain unchanged, (B) the Lender shall remain
     solely responsible to the other parties hereto for the performance of such
     obligations and (C) the Credit Parties shall continue to deal solely and
     directly with the Lender in connection with the Lender's rights and
     obligations under this Agreement. Any agreement or instrument pursuant to
     which a Lender sells such a participation shall provide that the Lender
     shall retain the sole right to enforce the Loan Documents and to approve
     any amendment, modification or waiver of any provision of the Loan
     Documents, provided that such agreement or instrument may provide that the
                --------
     Lender will not, without the consent of the participant, agree to any
     amendment, modification or waiver which requires the consent of all Lender.
     Each participant shall be entitled to the benefits of (S)(S) 2.13(d), 2.15,
     2.18 and 2.19 to the same extent as if it were a Lender and had acquired
     its interest by assignment pursuant to this Section.

          (d)  Notwithstanding anything herein to the contrary, any partial
assignment by the Lender of any portion of the Revolving Loans and/or its
Commitment shall be in an aggregate amount at least equal to $5,000,000.  Any
such assignment shall assign a pro rata share of all Commitment to the Borrower
by the assigning Lender.

12.15.  Counterparts; Facsimile Signature. (a) This Agreement may be executed by
        ---------------------------------
the parties hereto individually or in any combination, in one or more
counterparts, each of which shall be an original and all of which shall together
constitute one and the same agreement.

          (b)  Delivery of any executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

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<PAGE>

12.16.  Invalidity. Whenever possible, each provision of this Agreement shall be
        ----------
interpreted in such manner as to be effective and valid under all Applicable
Laws and regulations. If, however, any provision of this Agreement shall be
prohibited by or invalid under any such law or regulation, it shall be deemed
modified to conform to the minimum requirements of such law or regulation, or,
if for any reason it is not deemed so modified, it shall be ineffective and
invalid only to the extent of such prohibition or invalidity without the
remainder thereof or any of the remaining provisions of this Agreement being
prohibited or invalid.

12.17.  Disclosure of Financial Information. Subject to the provisions of
        -----------------------------------
(S)12.18 hereof, the Lender and the Lender are each hereby authorized to deliver
a copy of any financial statement or any other information relating to the
business, operations or financial condition of the Parent and any of its
Subsidiaries which may be furnished to it hereunder or otherwise, to any other
Lender, any court, Governmental Body having jurisdiction over the Lender, to any
Person which shall, or shall have any right or obligation to, succeed to all or
any part of the Lender's interest in any of the Revolving Loans, the Letters of
Credit, and this Agreement or to any actual or prospective participant therein
or assignee thereof.

12.18.  Maintenance of Confidentiality. The Lender shall hold all non-public,
        ------------------------------
proprietary or confidential information obtained pursuant to or in connection
with the transactions contemplated by the Loan Documents (the "Confidential
Information") in confidence and shall not use or disclose any such Confidential
Information except for purposes of the transactions contemplated by and in
accordance with the Loan Documents; provided, however, that the Lender may
disclose any such Confidential Information (i) to their respective examiners,
outside auditors, counsel, consultants, appraisers and other professional
advisors in connection with the transactions contemplated by the Loan Documents,
(ii) as required by any Governmental Body, (iii) to any proposed assignee or
participant in connection with the contemplated transfer, in accordance with
(S)12.14 hereof, or participation herein, provided, that any such Person shall
execute a confidentiality agreement containing provisions substantially
identical to this (S)12.18, or (iv) in connection with the enforcement of the
Borrower' Obligations under the Loan Documents. Notwithstanding the foregoing,
the provisions of this (S)12.18 shall not apply to such portions of the
Confidential Information that (i) are or become available to the public through
no fault or action of the Lender or its representatives, or (ii) become
available to the Lender or their representatives on a non-confidential basis
from a source, other than the Borrower or their representatives, not thereby
violating any agreement with or other duty to the Borrower.

12.19.  No Fiduciary Obligations. The relationship between Borrower and the
        ------------------------
Lender with respect to the Loan Documents is and shall be solely that of debtor
and creditor, respectively, and the Lender has no any fiduciary obligation
toward Borrower with respect to any such documents or the transactions
contemplated thereby.

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<PAGE>

12.20.  Indemnification. In addition to any other indemnities provided herein,
        ---------------
the Credit Parties hereby agree to jointly and severally indemnify and hold
harmless the Lender and its Affiliates, directors, officers, agents,
representatives, counsel and employees and each other Person, if any,
controlling them or any of their Affiliates within the meaning of either Section
15 of the Securities Act of 1933, as amended, or Section 20(a) of the Securities
Exchange Act of 1934, as amended (each of the foregoing, an "Indemnified
Party"), from and against any and all losses, claims, damages, costs, expenses
(including reasonable counsel fees and disbursements) and liabilities which may
be incurred by or asserted against such Indemnified Party with respect to or
arising out of the Commitment hereunder to make the Revolving Loans, or to issue
Letters of Credit, or the financing contemplated hereby, the other Loan
Documents, the use of proceeds of any financial accommodations provided
hereunder, any investigation, litigation or other proceeding brought or
threatened relating to the transactions contemplated hereby or any portion
hereof, any violation of any Environmental Law, the release of any Hazardous
Materials, any action, suit, proceeding or investigation brought or threatened
with respect to Hazardous Materials, or the role of any such Person or Persons
in connection with the foregoing whether or not they or any other Indemnified
Party is named as a party to any legal action or proceeding ("Claims"). The
Credit Parties will not, however, be responsible to any Indemnified Party
hereunder for any Claims to the extent that a court having jurisdiction shall
have determined by a final nonappealable judgment that any such Claims shall
have arisen out of or resulted solely from (a)(i) actions taken or omitted to be
taken by such Indemnified Party by reason of the bad faith, willful misconduct
or gross negligence of any Indemnified Party, or (ii) in violation of any law or
regulation applicable to such Indemnified Party (except to the extent that such
violation is attributable to any breach of any representation, warranty or
agreement by or on behalf of any Credit Party or Subsidiary of any Credit Party,
in each case, as determined by a final nonappealable decision of a court of
competent jurisdiction), or (b) a successful claim by any Credit Party against
such Indemnified Party ("Excluded Claims"). Further, should any employee of the
Lender be involved in any legal action or proceeding in connection with the
transactions contemplated hereby (other than relating to an Excluded Claim), the
Credit Parties hereby, jointly and severally, agree to pay to the Lender such
per diem compensation as the Lender shall request for each employee for each day
or portion thereof that such employee is involved in preparation and testimony
pertaining to any such legal action or proceeding. The Indemnified Party shall
give the Borrower prompt Written Notice of any Claim setting forth a description
of those elements of the Claim of which such Indemnified Party has knowledge.
The Credit Parties shall have the right at any time during which a Claim is
pending to select counsel to defend and settle any Claims so long as in any such
event the Credit Parties shall have stated in a writing delivered to the
applicable Indemnified Party that, as between the Credit Parties and such
Indemnified Party, the Credit Parties are responsible to such Indemnified Party
with respect to such Claim; provided, however, that the Credit Parties shall not
be entitled to control the defense of any Claim in the event that there are
defenses available to the Indemnified Party which are not available to the
Credit Parties. In any other case, the Indemnified Party shall have the right to
select counsel and control the defense of any Claims; provided, however, that no
Indemnified Party shall settle any Claim as to which it is controlling the
defense without the prior written consent of the Credit Parties, which consent
shall not be unreasonably withheld or delayed. With respect to any Claim for
which the Credit Parties are entitled to select counsel, each Indemnified Party
shall have the right, at its expense, to participate in the defense of such

                                       69
<PAGE>

Claim. In the event that, with respect to any Claim, more than one Indemnified
Party shall be permitted hereunder to select counsel to defend such Claim at the
expense of the Credit Parties and shall decide to do so, then all such
Indemnified Parties shall select the same counsel to defend such Indemnified
Parties with respect to such Claim; provided, however, that if any such
Indemnified Party shall in its reasonable opinion consider that the retention of
one joint counsel as aforesaid shall result in a conflict of interest, such
Indemnified Party may, at the expense of the Credit Parties, select its own
counsel to defend such Indemnified Party with respect to such Claim. The
Indemnified Parties and the Credit Parties and their respective counsel shall
cooperate with each other in all reasonable respects in any investigation, trial
and defense of any such Claim and any appeal arising therefrom. The provisions
of this (S)12.20 shall survive repayment of the Revolving Loans and the
termination of the Commitments.

                                       70
<PAGE>

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

                                                 "BORROWER"
                                            NORDX/CDT, INC. INC.


                                        By:____________________________
                                            Name:
                                            Title:

                                                 "GUARANTORS"
                                            CABLE DESIGN TECHNOLOGIES
                                            CORPORATION


                                        By:____________________________
                                            Name:
                                            Title:



                                            CABLE DESIGN TECHNOLOGIES, INC.


                                        By:____________________________
                                            Name:
                                            Title:



Address:  Foster Plaza 7
          661 Anderson Drive
          Pittsburgh, Pennsylvania
          Attention: Mr. Charles B. Fromm
          Telecopier No.: (412) 937-9690

Copy to:  Stikeman Elliott
          1155 Rene-Levesque Blvd.
          West Montreal, Quebec, Canada
          H3B 3V2
          Attention: Jean G. Lamothe
          Telecopier No.: (514) 397-3648

                                      S-1
<PAGE>

                                               BNP PARIBAS (CANADA), as Lender


                                           By:____________________________
                                               Name:
                                               Title:
Address: 77 King Street West
         Suite 4100, P.O. Box 31
         Royal Trust Tower
         Toronto, Ontario, Canada
         M5K 1N8
         Attention: Mr. Edward Steeves
         Telecopier No.: (416) 947-3538

                                      S-2

