<SUBMISSION>
<ACCESSION-NUMBER>0001021408-02-003518
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>9
<PERIOD>20020131
<FILING-DATE>20020313
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CABLE DESIGN TECHNOLOGIES CORP
<CIK>0000913142
<ASSIGNED-SIC>3357
<IRS-NUMBER>363601505
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0731
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-12561
<FILM-NUMBER>02574090
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>661 ANDERSON DR
<STREET2>FOSTER PLZ 7
<CITY>PITTSBURGH
<STATE>PA
<ZIP>15220
<PHONE>4129372300
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>FOSTER PLAZA 7
<STREET2>661 ANDERSEN DRIVE
<CITY>PITTSBURGH
<STATE>PA
<ZIP>15220
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d10q.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
<PAGE>

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended January 31, 2002
                          Commission File No. 0-22724

                     CABLE DESIGN TECHNOLOGIES CORPORATION
            (Exact name of registrant as specified in its charter)


                 Delaware                                 36-3601505
      (State or other jurisdiction of           (I.R.S. Employer Identification
      incorporation or organization)                         No.)

                                Foster Plaza 7
                              661 Andersen Drive
                             Pittsburgh, PA  15220
                   (Address of principal executive offices)

                                (412) 937-2300
              Registrant's telephone number, including area code


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                   Yes    X             No ____
                        ------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                  Class                         Outstanding at 3/8/02
                  -----                         ---------------------
          Common Stock, $.01 Par Value                44,326,646
<PAGE>

                     CABLE DESIGN TECHNOLOGIES CORPORATION
                     -------------------------------------

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
PART I            FINANCIAL INFORMATION


Item 1            Financial Statements.....................................................................  3

                  Review Report of Independent Public Accountants for
                  the Three Months and Six Months Ended January 31, 2002 and 2001..........................  4

                  Condensed Consolidated Statements of
                  Income - Unaudited for the Three Months and Six Months Ended
                  January 31, 2002 and 2001................................................................  5

                  Condensed Consolidated Balance Sheets
                  as of January 31, 2002 (Unaudited) and July 31, 2001.....................................  6

                  Condensed Consolidated Statements of
                  Cash Flows - Unaudited for the Six Months
                  Ended January 31, 2002 and 2001..........................................................  7

                  Notes to Condensed Consolidated
                  Financial Statements - Unaudited.........................................................  8

Item 2            Management's Discussion and Analysis of Financial
                  Condition and Results of Operations...................................................... 12

PART II           OTHER INFORMATION

Item 1            Legal Proceedings........................................................................ 16

Item 2            Changes in Securities.................................................................... 16

Item 3            Defaults upon Senior Securities.......................................................... 16

Item 4            Submission of Matters to a Vote of Security Holders...................................... 16

Item 5            Other Information........................................................................ 16

Item 6            Exhibits and Reports on Form 8-K......................................................... 17

Signatures        ......................................................................................... 18
</TABLE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

In the opinion of Cable Design Technologies Corporation's (the "Company")
management, the unaudited condensed consolidated financial statements included
in this filing on Form 10-Q reflect all adjustments which are considered
necessary for a fair presentation of financial information for the periods
presented.


REVIEW BY INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP has made a review, based upon procedures adopted by the
American Institute of Certified Public Accountants, of the unaudited condensed
consolidated financial statements as of and for the three month and six month
periods ended January 31, 2002 and 2001, contained in this report. As stated on
page 4, Arthur Andersen LLP did not audit and accordingly does not express an
opinion on the unaudited consolidated financial statements; however as a result
of such review, they are not aware of any material modifications that should be
made to the financial statements referred to above for them to be in conformity
with accounting principles generally accepted in the United States.

                                       3
<PAGE>

                   Report of Independent Public Accountants

To the Board of Directors and Stockholders of Cable Design Technologies
Corporation:

We have reviewed the accompanying condensed consolidated balance sheet of Cable
Design Technologies Corporation (a Delaware corporation) and Subsidiaries as of
January 31, 2002, and the related condensed consolidated statements of income
for the three month and six month periods ended January 31, 2002 and 2001, and
the condensed consolidated statements of cash flows for the six month periods
ended January 31, 2002 and 2001. These financial statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of Cable Design
Technologies Corporation and Subsidiaries as of July 31, 2001 and the related
consolidated statements of income, stockholders' equity and cash flows for the
year then ended (not presented separately herein), and, in our report dated
September 26, 2001, we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of July 31, 2001, is fairly stated, in
all material respects, in relation to the consolidated balance sheet from which
it has been derived.


Pittsburgh, Pennsylvania,                              /s/Arthur Andersen LLP
February 25, 2002

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                      CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                      ------------------------------------------------------

                                      CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
                                      -------------------------------------------------------

                                          (In thousands, except share and per share data)
                                          -----------------------------------------------

                                                                        Three Months Ended                 Six Months Ended
                                                                            January 31,                       January 31,
                                                                ------------------------------    ------------------------------
                                                                    2002             2001             2002             2001
                                                                -------------    -------------    -------------    -------------
<S>                                                             <C>              <C>              <C>              <C>
Net sales                                                       $     127,065    $     202,645    $     269,021    $     417,371

Cost of sales                                                          99,973          143,790          204,145          294,245
                                                                -------------    -------------    -------------    -------------
     Gross profit                                                      27,092           58,855           64,876          123,126

Selling, general and administrative expenses                           28,209           35,654           56,790           68,904

Amortization of goodwill                                                  510              606            1,025            1,208

Research and development expenses                                       1,255            1,316            2,460            2,566

Nonrecurring expense                                                    3,901              ---            5,240              ---
                                                                -------------    -------------    -------------    -------------
     Income (loss) from operations                                     (6,783)          21,279             (639)          50,448

Interest expense, net                                                   1,527            2,440            3,123            4,834

Other (income) expense, net                                                 5              (23)            (157)             185
                                                                -------------    -------------    -------------    -------------
     Income (loss) before income taxes                                 (8,315)          18,862           (3,605)          45,429

Income tax (benefit) provision                                         (3,021)           7,338           (1,141)          17,696
                                                                -------------    -------------    -------------    -------------
Net income (loss)                                               $      (5,294)   $      11,524    $      (2,464)   $      27,733
                                                                =============    =============    =============    =============
Basic earnings (loss) per common share                          $       (0.12)   $        0.26    $       (0.06)   $        0.63
                                                                =============    =============    =============    =============

Diluted earnings (loss) per common share                        $       (0.12)    $       0.26    $       (0.06)   $        0.61
                                                                =============    =============    =============    =============

Weighted average common shares                                     44,114,191       43,717,728       44,089,615       43,674,329
                                                                =============    =============    =============    =============

Weighted average common and common equivalent shares               44,114,191       44,891,233       44,089,615       45,109,063
                                                                =============    =============    =============    =============
</TABLE>

       The accompanying notes are an integral part of these statements.

                                       5
<PAGE>

            CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            ------------------------------------------------------

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     -------------------------------------

                (In thousands, except share and per share data)
                -----------------------------------------------

<TABLE>
<CAPTION>
                                                                                            January 31,         July 31,
                                                                                                2002              2001
                                                                                          ---------------    --------------
                                                                                             (unaudited)
<S>                                                                                       <C>                <C>
ASSETS
------
Current assets:

     Cash and cash equivalents                                                             $      28,431      $     14,625

     Trade accounts receivable, net of allowance for uncollectible accounts of $5,993
      and $6,361, respectively                                                                    77,045            99,238

     Inventories                                                                                 151,883           158,415

     Other current assets                                                                         29,299            25,801
                                                                                          ---------------    --------------
         Total current assets                                                                    286,658           298,079

Property, plant and equipment, net                                                               233,965           218,993

Goodwill, net                                                                                     59,989            59,001

Other assets                                                                                      11,264             8,323
                                                                                          ---------------    --------------
Total assets                                                                               $     591,876      $    584,396
                                                                                          ===============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:

     Notes payable to banks                                                                $       4,778      $      5,354

     Current maturities of long-term debt                                                          2,142           118,902

     Other current liabilities                                                                    63,751            75,303
                                                                                          ---------------    --------------
          Total current liabilities                                                               70,671           199,559

Long-term debt, excluding current maturities                                                     140,048             5,413

Other non-current liabilities                                                                     44,394            38,499
                                                                                          ---------------    --------------
Total liabilities                                                                                255,113           243,471

Stockholders' equity:

     Preferred stock, par value $.01 per share -
      authorized 1,000,000 shares, no shares issued                                                  ---               ---

     Common stock, par value $.01 per share -
      authorized 100,000,000 shares, 47,766,221
      and 47,672,133 shares issued, respectively                                                     478               477

     Paid in capital                                                                             199,036           198,056

     Common stock issuable, 25,592 and 28,000 shares, respectively                                   278               358

     Deferred compensation                                                                           (45)             (600)

     Retained earnings                                                                           204,000           206,464

     Treasury stock, at cost, 3,642,738 and 3,652,138 shares, respectively                       (45,601)          (45,719)

     Accumulated other comprehensive deficit                                                     (21,383)          (18,111)
                                                                                          ---------------    --------------
Total stockholders' equity                                                                       336,763           340,925
                                                                                          ---------------    --------------
Total liabilities and stockholders' equity                                                 $     591,876      $    584,396
                                                                                          ===============    ==============
</TABLE>

       The accompanying notes are an integral part of these statements.


                                       6
<PAGE>

            CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            ------------------------------------------------------

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
          -----------------------------------------------------------

                                (In thousands)
                                --------------

<TABLE>
<CAPTION>
                                                                                                       Six Months Ended
                                                                                                          January 31,
                                                                                                -------------     ------------
                                                                                                     2002             2001
                                                                                                -------------     ------------
        <S>                                                                                     <C>               <C>
        Net cash provided by operating activities                                                $    29,535       $   16,771

        Cash flows from investing activities:

            Purchases of property, plant and equipment                                                (8,647)         (22,088)

            Acquisition of businesses, including transaction costs,
               net of cash acquired                                                                  (25,552)            ----
                                                                                                -------------     ------------
        Net cash used by investing activities                                                        (34,199)         (22,088)

        Cash flows from financing activities:

            Net change in revolving note borrowings                                                   19,713             (300)

            Funds provided by long-term debt                                                             587            1,511

            Funds used to reduce long-term debt                                                       (1,304)          (2,501)

            Common stock issued or issuable                                                              590              838

            Net proceeds from exercise of stock options                                                  385            2,137

            Payments of deferred financing fees                                                       (1,370)            ----
                                                                                                -------------     ------------

        Net cash provided by financing activities                                                     18,601            1,685
                                                                                                -------------     ------------

        Effect of exchange rate changes on cash and cash equivalents                                    (131)            (128)
                                                                                                -------------     ------------

        Net increase (decrease) in cash                                                               13,806           (3,760)

        Cash and cash equivalents, beginning of period                                                14,625           16,454
                                                                                                -------------     ------------

        Cash and cash equivalents, end of period                                                 $    28,431       $   12,694
                                                                                                =============     ============

        Supplemental disclosure of cash flow information:

        Cash paid during the period for:

            Interest                                                                             $     3,218       $    5,133
                                                                                                =============     ============
            Income taxes                                                                         $     6,247       $   17,856
                                                                                                =============     ============
</TABLE>

       The accompanying notes are an integral part of these statements.

                                       7
<PAGE>

            CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            ------------------------------------------------------

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
       ----------------------------------------------------------------


1. BASIS OF PRESENTATION
   ---------------------

The condensed consolidated financial statements presented herein are unaudited.
Certain information and footnote disclosures normally prepared in accordance
with generally accepted accounting principles have been either condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. Although the registrant believes that all adjustments necessary for
a fair presentation have been made, interim period results are not necessarily
indicative of the results of operations for a full year. As such, these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the registrant's most recent Form 10-K which was
filed for the fiscal year ended July 31, 2001.

2. SIGNIFICANT ACCOUNTING POLICIES
   -------------------------------

Amounts billed to customers for shipping and handling costs are included in net
sales in the accompanying statements of income. Shipping and handling costs
incurred by the Company for the delivery of goods to customers are classified as
a component of either cost of sales or selling, general and administrative
expenses ("SG&A"), depending on the specific operating unit. Shipping and
handling costs included in SG&A were $1.8 million and $2.4 million for the three
months ended January 31, 2002 and 2001, respectively, and $3.9 million and $5.1
million for the six months ended January 31, 2002 and 2001, respectively.

3. INVENTORIES
   -----------

Inventories, net of reserves, of the Company consist of the following:

<TABLE>
<CAPTION>
                                                                                            January 31,        July 31,
                                                                                               2002              2001
                                                                                           -------------    -------------
                                                                                                    (In thousands)
      <S>                                                                                  <C>              <C>
      Raw materials                                                                          $   41,526       $   40,959

      Work-in-process                                                                            28,329           29,095

      Finished goods                                                                             82,028           88,361
                                                                                           -------------    -------------
                                                                                             $  151,883       $  158,415
                                                                                           =============    =============
</TABLE>

During the three months ended January 31, 2002, the Company incurred a charge of
$3.3 million to increase the provision for slow moving inventory associated with
products for the telecommunication central office marketplace based on
management's expectations that no significant improvement will occur in this
marketplace for at least the next six months. Such charge is included in cost of
sales in the accompanying consolidated statement of income.

4. FINANCING ARRANGEMENTS
   ----------------------

The Company entered into a new unsecured revolving credit facility on December
17, 2001 which provides for borrowings of up to $200.0 million (the "U.S.
Facility"), including a $50.0 million European sub-facility and a $15.0 million
U.K. sub-facility. The Company also entered into a separate $65.0 million
revolving facility for it's Canadian operations (the "Canadian Facility"), which
facility is supported by a letter of credit under the U.S. Facility and reduces
the availability under the U.S. Facility. The U.S. and Canadian Facilities
expire on January 2, 2005 and December 2, 2004, respectively. Borrowings under
the U.S. Facility bear interest at LIBOR or a base rate, as defined, plus an
applicable margin, which is based on the Company's leverage ratio as calculated
under the facility. The applicable interest rate margins under the U.S. Facility
for the Company's third fiscal quarter are expected to be 162.5 basis points on
outstanding borrowings, and a 37.5 basis point facility fee on the maximum
facility amount. Fees for letters of credit under the U.S. Facility are charged
at the applicable interest rate margin. Borrowings under the Canadian Facility
bear interest at the Canadian Banker's Acceptance rate, plus an applicable
margin of 30 basis points. A facility fee of 15 basis points is payable under
the Canadian Facility. As of January 31, 2002, the Company had availability of
approximately $44.8 million and $14.6 million under the U.S. Facility and
Canadian Facility, respectively.

The U.S. and Canadian Facilities have customary financial and non-financial
covenants. The financial covenants consist of "fixed charge" and "leverage"
ratios and a minimum net worth test. Compliance with these covenants is
dependant on a number of factors, including, in the case of the fixed charge
ratio, trailing four fiscal quarter capital expenditures and tax, interest and
scheduled principal payments and, in the case of the leverage ratio, the
Company's consolidated debt (net of cash). Important to both of these ratios is
the Company's net income before interest, taxes, depreciation and amortization
(EBITDA), as calculated under the U.S. Facility, for the trailing four fiscal
quarters. In the case of the leverage ratio, pro forma adjustments are made to
EBITDA for acquisitions and, in the case of both ratios, add-backs to EBITDA are
permitted at the discretion of the Bank Agent in the case of certain types of
charges. The Company is currently in compliance with the financial and non-
financial covenants. Continued compliance with the financial covenants is
dependent on results of operations and the levels of the various components that
are included in the calculations.

                                       8
<PAGE>

5. EARNINGS PER SHARE
   ------------------

Basic earnings per common share are computed based on the weighted average
common shares outstanding. Diluted earnings per common share are computed based
on the weighted average common shares outstanding plus additional shares assumed
to be outstanding to reflect the dilutive effect of common stock equivalents.
The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
                                                               Three Months Ended         Six Months Ended
                                                                  January 31,                January 31,
                                                          --------------------------- ---------------------------
                                                               2002          2001         2002          2001
                                                          ------------- ------------- ------------- -------------
                                                               (In thousands, except share and per share data)
 <S>                                                      <C>           <C>           <C>           <C>
 Net income (loss)                                          $    (5,294)  $    11,524   $    (2,464)  $    27,733
                                                            -----------   -----------   -----------   -----------

 Basic earnings (loss) per common share:
 Weighted average common shares outstanding                  44,114,191    43,717,728    44,089,615    43,674,329
     Basic earnings (loss) per common share                 $     (0.12)  $      0.26   $     (0.06)  $      0.63
                                                            ===========   ===========   ===========   ===========

 Diluted earnings (loss) per common share:
 Weighted average common shares outstanding                  44,114,191    43,717,728    44,089,615    43,674,329
 Common stock equivalents                                        --         1,173,505        --         1,434,734
                                                            -----------   -----------   -----------   -----------
 Weighted average common and common
 equivalent shares outstanding                               44,114,191    44,891,233    44,089,615    45,109,063
    Diluted earnings (loss) per common share                $     (0.12)  $      0.26   $     (0.06)  $      0.61
                                                            ===========   ===========   ===========   ===========
</TABLE>

As a result of the net loss reported for the three and six months ended January
31, 2002, common stock equivalents totaling 565,913 and 577,163, respectively,
were excluded from the calculation of diluted loss per common share due to their
anti-dilutive effect. Additionally, options outstanding which were excluded from
the computation of common stock equivalents as the option's exercise prices were
greater than the average market price of the common stock for the periods
totaled 2,539,051 and 536,500 for the three months and 2,539,051 and 397,750 for
the six months ended January 31, 2002 and 2001, respectively.

6. INDUSTRY SEGMENT INFORMATION
   ----------------------------

The Company's operations are organized into two business segments: the Network
Communication segment and the Specialty Electronic segment. Network
Communication encompasses connectivity products used within computer networks
and communication infrastructures for the electronic transmission of data,
voice, and multimedia. Products included in this segment are high performance
network cable, fiber optic cable and passive components, including connectors,
wiring racks and panels, and interconnecting hardware for end-to-end network
structured wiring systems, and communication cable products for local loop,
central office, wireless and other applications. The Specialty Electronic
segment encompasses electronic cable products for automation and process control
applications as well as specialized wire and cable products for niche markets,
including commercial aviation and automotive electronics.

The Company evaluates segment performance based on operating profit excluding
net nonrecurring items, after allocation of Corporate expenses. Nonrecurring
charges of $3.9 million and $5.2 million, respectively, were incurred in the
three and six month periods ended January 31, 2002, and approximately $3.5
million and $4.7 million of the total nonrecurring charges for the respective
periods were associated with operations in the Network Communication segment.
See Note 8 for further discussion.

                                       9
<PAGE>

The Company has no inter-segment revenues. Summarized financial information for
the Company's business segments is as follows:

<TABLE>
<CAPTION>
                                             Network               Specialty
                                          Communication            Electronic
                                             Segment                Segment             Total
                                       -------------------   --------------------   --------------
<S>                                    <C>                   <C>                    <C>
 Three Months Ended January 31,                                 (In thousands)

 Sales:
   2002                                        $ 79,791            $47,274             $127,065
   2001                                        $140,235            $62,410             $202,645

 Segment Operating Profit (Loss):
   2002                                        $ (4,995)           $ 2,113             $ (2,882)
   2001                                        $ 12,741            $ 8,538             $ 21,279
</TABLE>

<TABLE>
<CAPTION>
                                             Network               Specialty
                                          Communication           Electronic
                                             Segment                Segment             Total
                                       -------------------   --------------------   ------------
<S>                                    <C>                   <C>                    <C>
 Six Months Ended January 31,                                    (In thousands)

 Sales:
   2002                                        $167,665            $101,356            $269,021
   2001                                        $285,129            $132,242            $417,371

 Segment Operating Profit (Loss):
   2002                                        $ (3,252)           $  7,853            $  4,601
   2001                                        $ 30,731            $ 19,717            $ 50,448
</TABLE>

7.   OTHER COMPREHENSIVE INCOME (LOSS)
     --------------------------------

Comprehensive income (loss) is defined as all changes in stockholders' equity
during a period except those resulting from investment by or distribution to
stockholders. The Company's comprehensive income (loss) differs from net income
(loss) due to foreign currency translation adjustments. Comprehensive income
(loss) was $(6.8) million and $15.5 million for the three months and $(5.7)
million and $26.5 million for the six months ended January 31, 2002 and 2001,
respectively.

8.   NONRECURRING EXPENSE
     --------------------

During the three months ended January 31, 2002, the Company incurred
restructuring and asset impairment charges totaling $3.9 million. A
restructuring charge of $2.2 million represented severance costs associated with
a workforce reduction of approximately 120 hourly and salaried employees. Asset
impairment charges of $1.7 million were incurred related to property and
equipment to be held for sale as a result of the consolidation of certain
facilities. The asset impairment charge represents the difference between the
carrying value of such property and equipment and the estimated fair market
value, less costs to sell.

During the first quarter of fiscal 2002, the Company incurred severance costs of
$0.8 million associated with a workforce reduction of approximately 155 hourly
and salaried employees including workers provided through contract manufacturing
arrangements. Also during the first quarter of fiscal 2002, $0.5 million of
costs were incurred related to the closing of the Company's wireless assembly
facility. These costs primarily represented the write-off of inventory
applicable to terminated customer contracts.

                                       10
<PAGE>

The following table displays the activity and balances of the restructuring
reserve accounts for the six months ended January 31, 2002:

<TABLE>
<CAPTION>
                                          July 31,                        Reclasses/       January 31,
                                        2001 reserve        Charges       deductions       2002 reserve
                                      ----------------    -----------   --------------   ---------------
                                                               (In thousands)
<S>                                   <C>                 <C>           <C>              <C>
Severance benefits                           $5,591          $3,074         $(4,449)             $4,216

Asset write-downs                               ---           2,166          (2,166)                ---
                                      -------------     -----------    ------------         -----------
Total                                        $5,591          $5,240         $(6,615)             $4,216
                                      =============     ===========    ============         ===========
</TABLE>

Total reclasses/deductions represent cash payments and amounts deducted from the
assets to which they apply. Cash payments for the six months ended January 31,
2002 were $4.0 million.

9.   ACQUISITIONS
     ------------

On December 4, 2001 the Company purchased 83.6%, and on January 16, 2002
purchased an additional 5.0%, of the outstanding stock of Kabelovna Decin-
Podmokly, a.s., ("KDP/CDT") based in the Czech Republic. KDP/CDT is a
manufacturer of communication, fiber optic, medical, signal and control cable
and cable harnesses with annual revenues for the 2001 calendar year of
approximately $45 million.

On August 15, 2001, the Company purchased 100% of the outstanding stock of A. W.
Industries ("AWI/CDT"), based in Ft. Lauderdale, Florida. AWI/CDT is a designer
and manufacturer of connectors for the telecommunication and other industries.

The results of operations of KDP/CDT and AWI/CDT have been included in the
consolidated financial statements since the respective acquisition dates.

The aggregate purchase price of KDP/CDT and AWI/CDT was $40.9 million, including
$15.2 million of cash acquired. The acquisitions were accounted for under the
purchase method, under which the purchase price is allocated based on the
estimated fair market value of the assets and liabilities acquired. Acquired
intangible assets were $2.4 million, and included $0.7 million assigned to trade
names that are not subject to amortization. The remaining $1.7 million of
intangible assets represent customer lists and contracts, patents, and non-
compete agreements. These intangible assets have estimated useful lives ranging
from one to five years. Allocation of the purchase price resulted in goodwill of
$2.4 million, all of which was assigned to the Network Communication segment.
None of the goodwill is deductible for tax purposes. The Company is in the
process of obtaining third-party valuations of certain tangible and intangible
assets, therefore the allocation of purchase price is subject to adjustment.

Subsequent to January 31, 2002, the Company acquired an additional 4.2% of the
outstanding shares of KDP/CDT.

10.  COMMITMENTS AND CONTINGENCIES
     -----------------------------

Selling, general and administrative expenses for the three months ended January
31, 2002 include a $1.3 million contingency provision for a lawsuit currently in
discovery, and whose worst-case exposure is estimated at $3.0 million. Although
the outcome of this matter is not certain at this time, the provision represents
management and outside counsel's most likely estimate of exposure.

                                       11
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Cable Design Technologies is a leading manufacturer of technologically advanced
connectivity products for the Network Communication and Specialty Electronic
marketplaces. Network Communication encompasses connectivity products used
within computer networks and communication infrastructures for the electronic
transmission of data, voice and multimedia. Products included in this segment
are high bandwidth network and interconnect cables, fiber optic cable and
passive components, including connectors, wiring racks and panels, and
interconnecting hardware for end-to-end network structured wiring systems, and
communication cable products for local loop, central office, wireless and other
applications. The Specialty Electronic segment encompasses electronic cable
products for automation and process control applications as well as specialized
wire and cable products for niche markets, including commercial aviation and
automotive electronics.

This discussion and analysis of the Company's financial condition and results of
operations should be read in conjunction with the Company's unaudited condensed
consolidated financial statements and the notes thereto.

Results of Operations

                                   Overview

Sales for the three months ended January 31, 2002 ("second quarter 2002")
decreased 37%, to $127.1 million, and sales for the six months ended January 31,
2002 ("first half 2002") decreased 36%, to $269.0 million. Sales for the second
quarter 2002 include $6.2 million attributable to acquired businesses. The
following nonrecurring and other charges totaling $8.5 million ($5.1 million net
of tax) were incurred in the second quarter 2002. A charge of $3.3 million ($2.0
million net of tax), included in cost of sales, represents a provision for slow
moving inventory associated with products for the telecommunication central
office marketplace. Selling, general and administrative expenses ("SG&A") for
the second quarter 2002 include a $1.3 million
 ($0.8 million net of tax) provision for a lawsuit currently in discovery, and
whose worst-case exposure is estimated at $3.0 million. Although the outcome of
this matter is not certain at this time, the provision represents management and
outside counsel's most likely estimate of exposure. Second quarter 2002
nonrecurring expense of $3.9 million ($2.3 million net of tax) consists of $2.2
million of severance costs associated with a workforce reduction, and a $1.7
million asset impairment charge associated with property and equipment to be
held for sale as a result of facilities consolidations. Nonrecurring expense for
the first half 2002 also includes a first quarter charge of $1.3 million ($0.8
million net of tax) for severance costs associated with workforce reductions as
well as costs incurred as a result of the closing of the Company's wireless
assembly facility, representing primarily the write-off of inventory applicable
to terminated customer contracts. The comparative three and six month periods
ended January 31, 2001 ("second quarter 2001" and "first half 2001",
respectively), include a bad debt charge of $3.1 million ($1.9 million net of
tax) due to the bankruptcy of a large distribution customer. Excluding the
nonrecurring and other charges described above for the respective periods, the
net loss for the second quarter 2002 was $0.2 million ($0.00 per diluted share)
compared to net income of $13.5 million ($0.30 per diluted share) for the second
quarter 2001, and first half 2002 net income was $3.5 million ($0.08 per diluted
share) compared to $29.7 million ($0.66 per diluted share) for the first half
2001.


                Three Months Ended January 31, 2002 Compared to
                      Three Months Ended January 31, 2001

Sales for the second quarter 2002 were $127.1 million compared to $202.6 million
for the second quarter 2001, a decrease of 37%. Network Communication segment
sales decreased $60.4 million, or 43%, to $79.8 million for the second quarter
2002 compared to $140.2 million for the second quarter 2001, and Specialty
Electronic segment sales declined $15.1 million, or 24%, to $47.3 million for
the second quarter 2002 compared to $62.4 million for the second quarter 2001.
The decrease in sales for the Network Communication segment was primarily due to
the slowdown in both the U.S. economy and in the telecommunication marketplace
that began in the second half of the Company's 2001 fiscal year. Sales of
products for the telecommunication market, which continue to be affected by very
low demand, decreased 69% compared to the second quarter 2001, excluding sales
attributable to acquired businesses. Network product sales decreased 27%,
including a 56% decline in sales of the lower performance Category 5 cable.
However, sales of the higher performance gigabit network cable decreased only
7%. The decrease in sales for the Specialty Electronic segment was primarily due
to lower sales of industrial cables, which the Company believes reflects lower
demand from electronic equipment manufacturers in response to the economic
slowdown.

                                       12
<PAGE>

Sales outside of North America were $37.0 million for the second quarter 2002, a
decrease of 23% compared to sales of $47.9 million for the second quarter 2001.
The decline in sales outside of North America was primarily due to lower sales
of telecommunication related products in Europe, which was partially offset by
sales attributable to the acquired businesses. The Company experienced growth in
sales of network products in Southeast Asia as the Company continues efforts to
expand its presence in this region.

Gross profit for the second quarter 2002, excluding the inventory provision
previously discussed (see Results of Operations- Overview), decreased 48% to
$30.4 million compared to $58.9 million for the second quarter 2001, and the
gross margin was 23.9% compared to 29.0% for the respective periods. The change
in the gross margin was due to a lower margin for both the Network Communication
and Specialty Electronic segments, caused primarily by volume inefficiencies
resulting from the greater absorption of manufacturing expenses due to the lower
production levels, particularly for telecommunication equipment related
products. Additionally, the slowdown in both the U.S. economy and in the
telecommunication marketplace generally resulted in greater pricing pressure for
the Company's products.

SG&A for the second quarter 2002 was $26.9 million compared to $32.5 million for
the same period last year, excluding the charges previously discussed (see
Results of Operations- Overview). The decrease in SG&A of $7.2 million,
excluding the additional SG&A of acquired businesses, was primarily due to lower
sales volume related expenses and reduced employee costs resulting in part from
the Company's efforts to reduce expenses in response to the current economic
conditions. Excluding the aforementioned charges, SG&A as a percentage of sales
increased to 21.2% for the second quarter 2002 compared to 16.1% for the second
quarter 2001, reflecting the lower sales volume.

Interest expense decreased $0.9 million to $1.5 million for the second quarter
2002 compared to $2.4 million for the second quarter 2001, primarily due to a
lower average interest rate.

Excluding the nonrecurring and other charges previously discussed (see Results
of Operations- Overview), the net loss for the second quarter 2002 was $0.2
million ($0.00 per diluted share), a decrease of $13.7 million compared to net
income of $13.5 million ($0.30 per diluted share) for the second quarter 2001.
Reported net loss for the second quarter 2002 was $5.3 million ($0.12 per
diluted share) compared to net income of $11.5 million ($0.26 per diluted share)
for the second quarter 2001.

                 Six Months Ended January 31, 2002 Compared to
                       Six Months Ended January 31, 2001

Sales for the first half 2002 decreased 36% to $269.0 million. Network
Communication segment sales decreased 41% to $167.7 million for the first half
2002 compared to sales of $285.1 million for the first half 2001. The decrease
in sales for the Network Communication segment was primarily due to the slowdown
in both the U.S. economy and in the telecommunication marketplace that began in
the second half of the Company's 2001 fiscal year. Sales of products for the
telecommunication market continue to be affected by very low demand, decreasing
66% compared to the first half 2001 excluding sales attributable to acquired
businesses. Network product sales decreased 24%, including a 56% decline in
sales of the lower performance Category 5 cable. However, sales of the higher
performance gigabit network cable decreased only 2%. Specialty Electronic
segment sales decreased 23%, or $30.8 million, to $101.4 million for the first
half 2002 compared to $132.2 million for the first half 2001. The decrease in
sales for the Specialty Electronic segment was primarily due to lower sales of
industrial cables, which the Company believes reflects lower demand from
electronic equipment manufacturers in response to the economic slowdown. Sales
outside of North America were $72.5 million for the first half 2002, a decrease
of 23% compared to sales of $94.1 million for the first half 2001. The decrease
in sales outside of North America was primarily due to lower sales of
telecommunication related products in Europe, which was partially offset by
sales attributable to the acquired businesses. The Company experienced growth in
sales of network products in Southeast Asia as the Company continues efforts to
expand its presence in this region.

Gross profit for the first half 2002 decreased 45% to $68.1 million compared to
$123.1 million for the first half 2001, excluding the second quarter 2002
inventory provision previously discussed (see Results of Operations- Overview),
and the gross margin was 25.3% compared to 29.5% for the respective periods. The
decrease in the gross margin was due to a lower margin for both the Network
Communication and Specialty Electronic segments, caused primarily by volume
inefficiencies resulting from the greater absorption of manufacturing expenses
due to the lower production levels, particularly for telecommunication equipment
related products. Additionally, the slowdown in both the U.S. economy and in the
telecommunication marketplace generally resulted in greater pricing pressure for
the Company's products.

                                       13
<PAGE>

SG&A for the first half 2002 was $55.5 million compared to $65.8 million for the
first half 2001, excluding the charges previously discussed (see Results of
Operations- Overview). The decrease in SG&A of $12.6 million, excluding the
additional SG&A of acquired businesses, was primarily due to lower sales volume
related expenses and reduced employee costs resulting in part from the Company's
efforts to reduce expenses in response to the current economic conditions.
Excluding the aforementioned charges, SG&A as a percentage of sales increased to
20.6% for the first half 2002 compared to 15.8% for the first half 2001,
reflecting the lower sales volume.

Interest expense decreased $1.7 million to $3.1 million for the first half 2002
compared to $4.8 million for the first half 2001, primarily due to a lower
average interest rate.

Excluding the nonrecurring and other charges previously discussed (see Results
of Operations- Overview), net income for the first half 2002 was $3.5 million
($0.08 per diluted share) compared to $29.7 million ($0.66 per diluted share)
for the first half 2001. Reported net loss for the first half 2002 was $2.5
million ($0.06 per diluted share) compared to net income of $27.7 million ($0.61
per diluted share) for the first half 2001.

Financial Condition

Liquidity and Capital Resources
-------------------------------

The Company generated $29.5 million of net cash from operating activities during
the first half 2002. Operating working capital decreased $17.1 million,
excluding the changes resulting from the initial recording of the working
capital of acquired businesses. The change in operating working capital was
primarily the result of decreases in accounts receivable and inventory of $26.7
million and $12.0 million, respectively, which were partially offset by
decreases in accrued liabilities and taxes of $14.1 million and in accounts
payable of $5.1 million. The change in operating working capital excludes
changes in cash and cash equivalents and current maturities of long-term debt.

Cash used by investing activities of $34.2 million included $8.6 million of
capital expenditures and $25.6 million for the acquisition of businesses, net of
cash acquired of $15.2 million. Net cash provided by financing activities of
$18.6 million included $17.6 million from debt sources, net of payments for
deferred financing fees in connection with the Company's credit facilities
discussed below, and $1.0 million received from the exercise of stock options
and issuance of common stock pursuant to the Company's employee stock purchase
plan.

The Company entered into a new unsecured revolving credit facility on December
17, 2001 which provides for borrowings of up to $200.0 million (the "U.S.
Facility"), including a $50.0 million European sub-facility and a $15.0 million
U.K. sub-facility. The Company also entered into a separate $65.0 million
revolving facility for it's Canadian operations (the "Canadian Facility"), which
facility is supported by a letter of credit under the U.S. Facility and reduces
the availability under the U.S. Facility. The U.S. and Canadian Facilities
expire on January 2, 2005 and on December 2, 2004, respectively. Borrowings
under the U.S. Facility bear interest at LIBOR or a base rate, as defined, plus
an applicable margin, which is based on the Company's leverage ratio as
calculated under the facility. The applicable interest rate margins under the
U.S. Facility for the Company's third fiscal quarter are expected to be 162.5
basis points on outstanding borrowings, and a 37.5 basis point facility fee on
the maximum facility amount. Fees for letters of credit under the U.S. Facility
are charged at the applicable interest rate margin. Borrowings under the
Canadian Facility bear interest at the Canadian Banker's Acceptance rate, plus
an applicable margin of 30 basis points. A facility fee of 15 basis points is
payable under the Canadian Facility. As of January 31, 2002, the Company had
availability of approximately $44.8 million and $14.6 million under the U.S.
Facility and Canadian Facility, respectively.

The U.S. and Canadian Facilities have customary financial and non-financial
covenants. The financial covenants consist of "fixed charge" and "leverage"
ratios and a minimum net worth test. Compliance with these covenants is
dependant on a number of factors, including, in the case of the fixed charge
ratio, trailing four fiscal quarter capital expenditures and tax, interest and
scheduled principal payments and, in the case of the leverage ratio, the
Company's consolidated debt (net of cash). Important to both of these ratios is
the Company's net income before interest, taxes, depreciation and amortization
(EBITDA), as calculated under the U.S. Facility, for the trailing four fiscal
quarters. In the case of the leverage ratio, pro forma adjustments are made to
EBITDA for acquisitions and, in the case of both ratios, add-backs to EBITDA are
permitted at the discretion of the Bank Agent in the case of certain types of
charges. Both the U.S. and Canadian Facilities are filed as exhibits to this
Form 10-Q. The Company is currently in compliance with the financial and
non-financial covenants. Continued compliance with the financial covenants is
dependent on results of operations and the levels of the various components
that are included in the calculations.

                                       14
<PAGE>

Based on current expectations for improvement in its business, management
believes that the Company's cash flow from operations and the available portion
of its credit facilities will provide it with sufficient liquidity to meet its
current liquidity needs.

Fluctuation in Copper Price

The cost of copper in inventories, including finished goods, reflects purchases
over various periods of time ranging from one to several months for each of the
Company's operations. For certain communication cable products, profitability is
generally not significantly affected by volatility of copper prices as selling
prices are generally adjusted for changes in the market price of copper,
however, differences in the timing of selling price adjustments do occur and may
impact near term results. For other products, although selling prices are not
generally adjusted to directly reflect changes in copper prices, the relief of
copper costs from inventory for those operations having longer inventory cycles
may affect profitability from one period to the next following periods of
significant movement in the cost of copper. The Company does not engage in
activities to hedge the underlying value of its copper inventory.

New Accounting Standards

The Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets ("SFAS 142")
in June 2001. Under SFAS 142, goodwill and intangible assets with indefinite
lives are no longer amortized but are reviewed annually (or more frequently if
impairment indicators arise) for impairment. Separable intangible assets that
are not deemed to have indefinite lives will continue to be amortized over their
useful lives (but with no maximum life). The amortization provisions of SFAS 142
apply to goodwill and intangible assets acquired after June 30, 2001. With
respect to goodwill and intangible assets acquired prior to July 1, 2001, the
Company is required to adopt SFAS 142 effective August 1, 2002, and has not yet
determined the impact of adoption. Also in June 2001, the FASB issued Statement
of Financial Accounting Standards No. 143, Accounting for Asset Retirement
Obligations ("SFAS 143"). SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets.
The Company is required to adopt SFAS 143 August 1, 2002 and has not yet
determined the impact, if any, of adoption. In August 2001, the FASB issued
Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144 supercedes
SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, and provides further guidance regarding the accounting
and disclosure of long-lived assets. The Company is required to adopt SFAS 144
effective August 1, 2002, and has not yet determined the impact, if any, of
adoption.

Forward-Looking Statements -- Under the Private Securities Litigation Act of
1995

Certain statements in this quarterly report are forward-looking statements,
including, without limitation, statements regarding future financial results and
performance and available liquidity, and the Company's or management's beliefs,
expectations or opinions. These statements are subject to various risks and
uncertainties, many of which are outside the control of the Company, including
the level of market demand for the Company's products, competitive pressures,
the ability to achieve reductions in operating costs and to continue to
integrate acquisitions, the ability to remain in compliance with financial and
other covenants contained in the Company's credit facilities (which, in part,
depends on the Company's indebtedness, fixed charges and adjusted EBITDA, each
as calculated under the credit facilities), litigation exposure, price
fluctuations of raw materials and the potential unavailability thereof, foreign
currency fluctuations, technological obsolescence, environmental matters and
other specific factors discussed in the Company's Annual Report on Form 10-K for
the year ended July 31, 2001, and other Securities and Exchange Commission
filings. The information contained herein represents management's best judgment
as of the date hereof based on information currently available; however, the
Company does not intend to update this information to reflect developments or
information obtained after the date hereof and disclaims any legal obligation to
the contrary.

                                       15
<PAGE>

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

           None.

Item 2.    Changes in Securities

           None.

Item 3.    Defaults upon Senior Securities

           None.

Item 4.    Submission of Matters to a Vote of Security Holders

       (a) Cable Design Technologies Corporation annual meeting of stockholders
           was held on December 10, 2001.

       (b) Proxies were solicited by Cable Design Technologies Corporation and
           there was no solicitation in opposition to the nominees as listed in
           the proxy statement. All such nominees were elected pursuant to the
           vote of the stockholders as follows:

                                                             VOTES
                                                             -----
                                                       For          Withheld
                                                       ---          --------

                     Bryan C. Cressey               41,210,512         73,390

                     Paul M. Olson                  35,609,999      5,673,903

                     George C. Graeber              35,610,256      5,673,646

                     Lance Balk                     40,772,119        511,783

                     Michael F. O. Harris           41,211,453         72,449

                     Glenn Kalnasy                  41,211,207         72,695

                     Ferdinand Kuznik               41,203,945         79,957

                     Richard C. Tuttle              41,211,607         72,295


           The firm of Arthur Andersen LLP was re-elected to serve as auditors
           for the fiscal year ending July 31, 2002, by a vote of:


                     For:              40,209,444

                     Against:           1,055,458

                     Abstain:              19,000


Item 5.    Other Information

           None.

                                       16
<PAGE>

Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits:

                10.1       Form of Employment Agreement dated December 10, 2001,
                           between Cable Design Technologies Corporation and
                           Paul M. Olson.

                10.2       Form of Employment Agreement dated December 10, 2001,
                           between Cable Design Technologies Corporation and
                           Ferdinand C. Kuznik.

                10.3       Form of Change in Control Agreement dated December
                           10, 2001, between Cable Design Technologies
                           Corporation and Ferdinand C. Kuznik.

                10.4       Form of Ferdinand C. Kuznik nonqualified stock option
                           grant, dated January 21, 2002.

                10.5       Amendment, dated December 10, 2001, to Cable Design
                           Technologies Corporation 2001 Long-Term Performance
                           Incentive Plan.

                15.1       Letter of Arthur Andersen LLP regarding unaudited
                           interim financial statement information.

                99.1       Form of Credit Agreement dated December 17, 2001,
                           among Cable Design Technologies Corporation, Fleet
                           National Bank, Fleet National Bank, London Branch,
                           Fleet Bank Europe Limited, and other lenders party
                           thereto.

                99.2       Form of Credit Agreement dated December 17, 2001,
                           among NORDX/CDT, Inc., Cable Design Technologies
                           Corporation, Cable Design Technologies, Inc. and BNP
                           Paribas (Canada).

           (b)  Reports on Form 8-K:

                The Company filed a Form 8-K on December 21, 2001 related to the
                refinancing of its credit facilities.

                                       17
<PAGE>

                                  SIGNATURES
                                  ----------


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                               CABLE DESIGN TECHNOLOGIES CORPORATION




                               /s/ Ferdinand C. Kuznik
                               -------------------------------------------
March 13, 2002                 Ferdinand C. Kuznik
                               Chief Executive Officer




                               /s/ Kenneth O. Hale
                               -------------------------------------------
March 13, 2002                 Kenneth O. Hale
                               Vice President and Chief Financial Officer

                                       18

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>PAUL M. OLSON EMPLOYEE AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                             EMPLOYMENT AGREEMENT
                             --------------------

THIS AGREEMENT is made as of December 10, 2001, between Cable Design
Technologies Corporation, a Delaware corporation (the "Company"), and Paul M.
                                                       -------
Olson ("Employee").
        --------

This Agreement is being executed in connection with Employee's transition from
Chief Executive Officer of the Company (his "Previous Position") to Vice
Chairman of the Company.  In consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1.  Employment.  The Company shall employ Employee, and Employee hereby accepts
    ----------
employment with the Company, upon the terms and conditions set forth in this
Agreement for the period beginning on the date hereof and ending as provided in
paragraph 4 hereof (the "Employment Period").
                         -----------------

2.  Position and Duties.
    -------------------

    (a) During the Employment Period, Employee shall serve in the non-executive
position of Vice Chairman of the Company and shall render such advice and
services to the Company and its affiliates as may be from time to time
reasonably directed by the Board of Directors of the Company (the "Board") or
such persons as may be designated by the Board and as shall be agreed to by
Employee.  Employee shall communicate by reporting to the Chief Executive
Officer or the Chairman of the Board of Directors.

    (b) Employee shall devote his best efforts and such time and attention
(except for permitted vacation periods and reasonable periods of illness or
other incapacity) as is agreed to by the Company and Employee to the business
and affairs of the Company and its affiliates, and follow the reasonable
instructions of the Board and/or the Company's Chairman (or such other person to
whom Employee reports).  Employee shall perform his duties and responsibilities
to the best of his abilities in a diligent, trustworthy, businesslike and
efficient manner, and Employee shall comply with all policies and guidelines
adopted from time to time by the Company.

3.  Base Salary, Bonus and Benefits.
    -------------------------------

    (a) Base Salary.  During the Employment Period, Employee's base salary
        -----------
shall be $300,000 per annum (the "Base Salary") or such higher rate as the Board
                                  -----------
may designate from time to time, which salary shall be payable in regular
installments in accordance with the Company's general payroll practices.

    (b) Annual Bonus.  In addition to the Base Salary, with respect to each
        ------------
fiscal year of the Company while this Agreement is in effect, Employee shall be
entitled to a bonus in an amount to be established by the Compensation Committee
of the Board (the "Compensation
<PAGE>

Committee") for each such fiscal year that the Company meets or exceeds the
financial targets established by the Board or the Compensation Committee of the
Board.

     (c) Expenses.  The Company shall reimburse Employee for all reasonable
         --------
expenses incurred by him in the course of performing his duties under this
Agreement which are consistent with the Company's policies in effect from time
to time with respect to travel, entertainment and other business expenses,
subject to the Company's requirements with respect to reporting and
documentation of such expenses.

     (d) Other Benefits.  Employee shall be entitled to receive benefits
         --------------
generally offered to the Company's senior management employees.  The benefits to
which Employee shall be entitled shall be comparable to, and no less than, those
he had received in his Previous Position including, without limitation,
eligibility for stock option grants.

4.   Term.
     ----

     (a) Employment Period.  The Employment Period shall end on December 10,
         -----------------
2004; provided that the Employment Period shall be automatically extended for
      --------
successive one-year terms unless either party hereto provides the other with
notice of termination at least 180 days prior to the expiration of the then
current term (the later of December 10, 2004 or the last date of any automatic
extension(s) of the Employment Period is referred to herein as the "Expiration
                                                                    ----------
Date"); provided further, that (i) the Employment Period shall terminate prior
----    -------- --------
to the Expiration Date upon Employee's death or Employee's incapacity or
inability to perform his services as contemplated herein for a period of at
least 180 consecutive days because of his physical or mental health shall have
become impaired so as to make impossible or impractical for him to perform the
duties and responsibilities contemplated for him hereunder, (ii) the Employment
Period shall terminate following Employee's resignation (provided that Employee
must give the Company at least 60 days notice, which notice may be waived by the
Company and such resignation accepted with effect immediately or during such 60
day period), (iii) the Employment Period may be terminated by the Company at any
time prior to the Expiration Date for Cause (as defined below) or without Cause,
and (iv) the Employment Period may be terminated by Employee at any time prior
to the Expiration Date for Good Reason (as defined below).

     (b) Termination Without Cause or for Good Reason.  If the Employment Period
         --------------------------------------------
is terminated by the Company without Cause or by Employee for Good Reason prior
to the Expiration Date, Employee shall be entitled to receive (i) any accrued
and unpaid salary through the effective date of the termination of his
employment and (ii) Employee's Base Salary until the Expiration Date.

     (c) Death/Disability.  If the Employment Period is terminated pursuant to
         ----------------
clause (a)(i) above, Employee shall be entitled to receive (i) any accrued and
unpaid salary through the effective date of the termination of his employment,
(ii) Employee's Base Salary for a period of 12 months following the effective
date of such termination, plus an amount equal to the highest aggregate bonus
Employee has received from the Company in any of the three fiscal years
preceding the fiscal year in which the Employment Period is terminated, and
(iii) any benefits under employee benefit policies in effect on the date of
termination and covering Employee.

                                      -2-
<PAGE>

     (d) Other Terminations.  If the Employment Period is terminated by the
         ------------------
Company for Cause or is terminated pursuant to clause (a)(ii) above, Employee
shall be entitled to receive any accrued and unpaid salary through the effective
date of the termination of his employment.  In addition, Employee's right under
that certain Change-in-Control Agreement dated June 11, 1999 between Employee
and the Company shall in no way be affected by this Agreement.

     (e) Rights Following Termination.  Except as set forth in clause (b) and
         ----------------------------
(c) above, all of Employee's rights to fringe benefits and bonuses hereunder (if
any) which accrue after the termination of the Employment Period shall cease
upon such termination.

     (f) Cause.  For purposes of this Agreement, "Cause" shall mean (i)
         -----                                    -----
Employee's conviction of any felony involving dishonesty, fraud or breach of
trust with respect to the Company or its subsidiaries, or (ii) Employee's
willful engagement in gross misconduct in the performance of his duties that is
materially and demonstrably injurious to the Company and its subsidiaries, which
conduct is not cured after notice (any action or failure to act shall not be
"willful" unless it is done, or omitted to be done, by Employee in bad faith or
without reasonable belief that the act, or failure to act was in the best
interests of the Company and its subsidiaries);

     (g) Good Reason.  For purposes of this Agreement, "Good Reason" shall mean
         -----------
that without Employee's express written consent:

               (i)    he is assigned duties materially inconsistent with his
          position, duties and responsibilities with the Company and/or its
          subsidiaries, excluding for this purpose isolated, insubstantial and
          inadvertent action(s) not taken in bad faith and remedied by the
          Company or applicable subsidiary promptly after receipt of notice from
          him;

               (ii)   the Company or any of its subsidiaries reduces his annual
          base salary as in effect on the date hereof or as the same may be
          increased from time to time;

               (iii)  the Company or any of its subsidiaries reduces his
          aggregate compensation and incentive and benefit package as then in
          effect;

               (iv)   the Company or any of its subsidiaries requires him
          regularly to perform his duties of employment beyond a fifty-mile
          radius from the location of his employment;

               (v)    the Company or any of its subsidiaries takes any other
          action which materially and adversely changes the conditions or
          perquisites of his employment as then in effect; or

               (vi)  the Company or any of its subsidiaries fails to obtain a
          satisfactory agreement from any successor to assume and agree to
          perform this Agreement, as contemplated by Section 9 hereof.

                                      -3-
<PAGE>

5.   Survival.  Paragraphs 4 through 11 shall survive and continue in full force
     --------
in accordance with their terms notwithstanding any termination of the Employment
Period and/or Employee's employment.

6.   Notices.  Any notice provided for in this Agreement shall be in writing and
     -------
shall be either personally delivered, or mailed by first class mail, return
receipt requested, to the recipient at the address below indicated:

          Notices to Employee:
          -------------------

          Paul M. Olson
          100 Fair Acres Drive
          Sewickley Heights, Pennsylvania, 15143


          Notices to the Company:
          ----------------------

          Cable Design Technologies Inc.
          Foster Plaza 7
          661 Andersen Drive
          Pittsburgh, Pennsylvania 15220
          Attention: General Counsel

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.  Any
notice under this Agreement shall be deemed to have been given when so delivered
or mailed.

7.   Severability.  Whenever possible, each provision of this Agreement shall be
     ------------
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

8.   Counterparts.  This Agreement may be executed in separate counterparts,
     ------------
each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.

9.   Successors and Assigns.  This Agreement is intended to bind and inure to
     ----------------------
the benefit of and be enforceable by Employee, the Company and their respective
heirs, successors and assigns, except that Employee may not assign his rights or
delegate his obligations hereunder without the prior written consent of the
Company.  The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the

                                      -4-
<PAGE>

business and/or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean Cable Design Technologies Corporation and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

10.  Choice of Law; Venue.  This Agreement shall be governed by and construed in
     --------------------
accordance with the laws of the State of Delaware exclusive of the conflict of
law principles thereof.

11.  Amendment and Waiver.  The provisions of this Agreement may be amended or
     --------------------
waived only with the prior written consent of the Company and Employee, and no
course of conduct or failure or delay in enforcing the provisions of this
Agreement shall affect the validity, binding effect or enforceability of this
Agreement.

                                 *    *    *    *    *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.

                                    CABLE DESIGN TECHNOLOGIES INC.
                                    at the direction of the Compensation
                                    Committee of the Board of Directions


                                    By __________________________
                                    Name:
                                    Title:


                                    _____________________________
                                    Paul M. Olson

                                      -5-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>FERDINAND C. KUZNIK EMPLOYEE AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

                                 EMPLOYMENT AGREEMENT
                                 --------------------

THIS AGREEMENT is made as of December 10, 2001, between Cable Design
Technologies Corporation, a Delaware corporation (the "Company"), and Ferdinand
                                                       -------
Kuznik ("Executive").
         ---------

In consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.  Employment.  The Company shall employ Executive, and Executive hereby
    ----------
accepts employment with the Company, upon the terms and conditions set forth in
this Agreement for the period beginning on the date hereof and ending as
provided in paragraph 4 hereof (the "Employment Period").
                                     -----------------

2.  Position and Duties.
    -------------------

    (a) During the Employment Period, Executive shall serve as Chief Executive
Officer of the Company and shall render such services to the Company and its
affiliates as may be from time to time reasonably directed by the Board of
Directors of the Company (the "Board") or such persons as may be designated by
the Board.

    (b) Executive shall devote his best efforts and his full business time and
attention (except for permitted vacation periods and reasonable periods of
illness or other incapacity) to the business and affairs of the Company and its
affiliates, and follow the reasonable instructions of the Board and/or the
Company's Chairman.  Executive shall perform his duties and responsibilities to
the best of his abilities in a diligent, trustworthy, businesslike and efficient
manner, and Executive shall comply with all policies and guidelines adopted from
time to time by the Company.

3.  Base Salary, Bonus and Benefits.
    -------------------------------

    (a) Base Salary.  During the Employment Period, Executive's base salary
        -----------
shall be $600,000 per annum (the "Base Salary") or such higher rate as the Board
                                  -----------
may designate from time to time, which salary shall be payable in regular
installments in accordance with the Company's general payroll practices.

    (b) Annual Bonus.  In addition to the Base Salary, with respect to each
        ------------
fiscal year of the Company while this Agreement is in effect, Executive shall be
entitled to receive a bonus in an amount to be established by the Compensation
Committee of the Board (the "Compensation Committee") for each such fiscal year
                             ----------------------
that the Company meets or exceeds the financial targets established by the Board
or the Compensation Committee.  In lieu of such bonus, Executive shall receive a
guaranteed bonus of $150,000 for the fiscal year ending immediately after
Executive's commencement of employment.
<PAGE>

     (c) Stock Options.  As of a specific date or dates to be set by the
         -------------
Compensation Committee, Executive shall receive options to purchase an aggregate
of 500,000 shares of the Company's common stock at such time and pursuant to
such grants as the Compensation Committee deems advisable (the "Options").  The
                                                                -------
Options shall be made pursuant to the terms and conditions of the Company's 2001
Long-Term Performance Incentive Plan, as amended from time to time, or such
other plan as deemed advisable by the Company as well as any agreement executed
in connection with the grant of the Options, which agreement shall provide for
accelerated vesting upon a change in control of the Company.

     (d) Expenses.  The Company shall reimburse Executive for all reasonable
         --------
expenses incurred by him in the course of performing his duties under this
Agreement which are consistent with the Company's policies in effect from time
to time with respect to travel, entertainment and other business expenses,
subject to the Company's requirements with respect to reporting and
documentation of such expenses.  Furthermore, the Company shall reimburse
Executive for (i) all reasonable expenses incurred by him in connection with his
relocation to the Pittsburgh area and (ii) for a period of one year, his rent
expense of an apartment in the Pittsburgh area in an amount as approved by the
Compensation Committee.

     (e) Other Benefits.  Executive shall be entitled to receive benefits
         --------------
generally offered to the Company's senior management employees, including,
without limitation, eligibility for stock option grants.

4.   Term.
     ----

     (a) Employment Period.  The Employment Period shall continue until such
         -----------------
time as the Executive tenders his resignation in writing to the Company
(provided that Executive must give the Company at least 90 days notice, which
notice may be waived by the Company and such resignation accepted with effect
immediately or during such 90 day period) (the date on which such resignation
becomes effective is referred to herein as the "Expiration Date"); provided,
                                                ---------------    ---------
that (i) the Employment Period shall terminate prior to the Expiration Date upon
Executive's death or Executive's incapacity or inability to perform his services
as contemplated herein for a period of at least 180 consecutive days because of
his physical or mental health shall have become impaired so as to make
impossible or impractical for him to perform the duties and responsibilities
contemplated for him hereunder, (ii) the Employment Period may be terminated by
the Company at any time prior to the Expiration Date for Cause (as defined
below) or without Cause, and (iii) the Employment Period may be terminated by
Executive at any time prior to the Expiration Date for Good Reason (as defined
below).

     (b) Termination Without Cause or for Good Reason.  If the Employment Period
         --------------------------------------------
is terminated by the Company without Cause or by Executive for Good Reason prior
to the Expiration Date, Executive shall be entitled to receive (i) any accrued
and unpaid salary through the effective date of the termination of his
employment and (ii) Executive's Base Salary for a period of 12 months following
the effective date of the termination of his employment (which shall be paid in
one lump sum payment at Executive's request).

                                      -2-
<PAGE>

     (c)  Death/Disability.  If the Employment Period is terminated pursuant to
          ----------------
clause (a)(i) above, Executive shall be entitled to receive (i) any accrued and
unpaid salary through the effective date of the termination of his employment,
(ii) any benefits under employee benefit policies in effect on the date of
termination and covering Executive.

     (d)  Other Terminations.  If the Employment Period is terminated by the
          ------------------
Company for Cause, Executive shall be entitled to receive any accrued and unpaid
salary through the effective date of the termination of his employment.
Executive's rights under this Agreement shall be in addition, and not in lieu
of, any rights Executive may have under a change-in-control agreement with the
Company.

     (e)  Rights Following Termination.  Except as set forth in clause (b) and
          ----------------------------
(c) above, all of Executive's rights to fringe benefits and bonuses hereunder
(if any) which accrue after the termination of the Employment Period shall cease
upon such termination.

     (f)  Cause.  For purposes of this Agreement, "Cause" shall mean (i)
          -----                                    -----
Executive's conviction of any felony involving dishonesty, fraud or breach of
trust with respect to the Company or its subsidiaries, or (ii) Executive's
willful engagement in gross misconduct in the performance of his duties that is
materially and demonstrably injurious to the Company and its subsidiaries, which
conduct is not cured after notice (any action or failure to act shall not be
"willful" unless it is done, or omitted to be done, by Executive in bad faith or
without reasonable belief that the act, or failure to act was in the best
interests of the Company and its subsidiaries);

     (g)  Good Reason.  For purposes of this Agreement, "Good Reason" shall mean
          -----------
that without Executive's express written consent:

               (i)   he is assigned duties materially inconsistent with his
          position, duties and responsibilities with the Company and/or its
          subsidiaries, excluding for this purpose isolated, insubstantial and
          inadvertent action(s) not taken in bad faith and remedied by the
          Company or applicable subsidiary promptly after receipt of notice from
          him;

               (ii)  the Company or any of its subsidiaries reduces his annual
          base salary as in effect on the date hereof or as the same may be
          increased from time to time;

               (iii) the Company or any of its subsidiaries reduces his
          aggregate compensation and incentive and benefit package as then in
          effect;

               (iv)  the Company or any of its subsidiaries requires him
          regularly to perform his duties of employment beyond a fifty-mile
          radius from the location of his employment;

               (v)   the Company or any of its subsidiaries takes any other
          action which materially and adversely changes the conditions or
          perquisites of his employment as then in effect; or

                                      -3-
<PAGE>

               (vi)  the Company or any of its subsidiaries fails to obtain a
          satisfactory agreement from any successor to assume and agree to
          perform this Agreement, as contemplated by Section 9 hereof.

5.   Survival.  Paragraphs 4 through 11 shall survive and continue in full force
     --------
in accordance with their terms notwithstanding any termination of the Employment
Period and/or Executive's employment.

6.   Notices.  Any notice provided for in this Agreement shall be in writing and
     -------
shall be either personally delivered, or mailed by first class mail, return
receipt requested, to the recipient at the address below indicated:

          Notices to Executive:
          --------------------

          Ferdinand Kuznik
          39 Castleton Court
          North Barrington, IL 60010

          Notices to the Company:
          ----------------------

          Cable Design Technologies Inc.
          Foster Plaza 7
          661 Andersen Drive
          Pittsburgh, Pennsylvania 15220
          Attention: General Counsel

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.  Any
notice under this Agreement shall be deemed to have been given when so delivered
or mailed.

7.   Severability.  Whenever possible, each provision of this Agreement shall be
     ------------
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

8.   Counterparts.  This Agreement may be executed in separate counterparts,
     ------------
each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.

9.   Successors and Assigns.  This Agreement is intended to bind and inure to
     ----------------------
the benefit of and be enforceable by Executive, the Company and their respective
heirs, successors and assigns, except that Executive may not assign his rights
or delegate his obligations hereunder without the prior written consent of the
Company.  The Company will require any successor (whether direct

                                      -4-
<PAGE>

or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean Cable Design
Technologies Corporation and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

10.  Choice of Law; Venue.  This Agreement shall be governed by and construed in
     --------------------
accordance with the laws of the State of Delaware exclusive of the conflict of
law principles thereof.

11.  Amendment and Waiver.  The provisions of this Agreement may be amended or
     --------------------
waived only with the prior written consent of the Company and Executive, and no
course of conduct or failure or delay in enforcing the provisions of this
Agreement shall affect the validity, binding effect or enforceability of this
Agreement.

                                 *    *    *    *    *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.

                                    CABLE DESIGN TECHNOLOGIES INC.
                                    at the direction of the Compensation
                                    Committee of the Board of Directions


                                    By __________________________
                                    Name:
                                    Title:


                                    _____________________________
                                    Ferdinand Kuznik

                                      -5-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>dex103.txt
<DESCRIPTION>FERDINAND C. KUZNIK CHANGE IN CONTROL
<TEXT>
<PAGE>

                                                                    Exhibit 10.3


                               December 10, 2001

Mr. Fred C. Kuznik
C/o Cable Design Technologies Inc.
Foster Plaza 7
661 Andersen Drive
Pittsburgh, PA 15220

Dear Fred:

     Cable Design Technologies Corporation (the "Company") considers the
                                                 -------
maintenance of a sound management to be essential to protecting and enhancing
the best interests of the Company and its stockholders.  In this connection, the
Company recognizes that the possibility of a change in control may exist from
time to time, and that this possibility, and the uncertainty and questions it
may raise among management and employees, may result in the departure or
distraction of  management and other personnel to the detriment of the Company
and its stockholders.  Accordingly, the Company has determined that appropriate
steps should be taken to encourage the continued attention and dedication of
members of the Company's management and other key employees, including yourself,
to their assigned duties without the distraction which may arise from the
possibility of a change in control of the Company.

     This is not an employment contract nor does it alter your status as an at-
will employee of the Company. Just as you remain free to leave the employ of the
Company at any time, so too does the Company retain its right to terminate your
employment without notice, at any time, for any reason. However, the Company
believes that, both prior to and at the time a change in control is anticipated
or occurring, it is necessary to have your continued attention and dedication to
your assigned duties without distraction. Therefore, should you still be an
employee of the Company at such time, the Company agrees that you shall receive
the severance benefits hereinafter set forth in the event your employment with
the Company terminates in contemplation of or subsequent to a "change in
control" (as defined in Section 2 hereof) under the circumstances described
below.

     For good and valuable consideration, the sufficiency and receipt of which
is acknowledged, the Company and you agree as follows:

     1.  Term of Agreement.  This Agreement shall commence on the date hereof
         -----------------
and shall continue in effect through December 10, 2006; provided, however, that,
if a change in control of the Company, as defined in Section 2 hereof, shall
have occurred during the term of this Agreement, then this Agreement shall
continue in effect until the date twenty-four months after the occurrence of
change in control.

     2.  Change in Control.  No benefits shall be payable hereunder unless there
         -----------------
shall have been a change in control of the Company, as set forth below, and your
employment by the Company or any of its subsidiaries shall have been terminated
in accordance with Section 3 below.  For purposes of this Agreement, a "change
                                                                        ------
in control" shall be deemed to have occurred if:
----------

         (a)  any "person" or "group" (as such terms are used in Section 13(d)
     of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is
     or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
     Exchange Act), directly or indirectly, of securities of the Company
     representing 50% or more of the combined voting power of the Company's then
     outstanding securities; or
<PAGE>

Mr. Fred Kuznik
December 10, 2001
page 2

         (b)  there shall be consummated any consolidation, merger,
     reorganization or acquisition involving the Company unless following such
     event (i) all or substantially all of the individuals and entities who were
     the beneficial owners of the outstanding voting securities of the Company
     immediately prior to such event beneficially own, directly or indirectly,
     more than 55% of the combined voting power of the then-outstanding voting
     securities entitled to vote generally in the election of directors of the
     corporation resulting from such event in substantially the same proportions
     as their ownership immediately prior to such event and (ii) the provisions
     of clause (a) above are not met and (iii) at least 55% of the members of
     the board of directors of the corporation resulting from such event were
     members of the board of directors at the time of the initial consideration
     of, or any action of the board relating to, such event; or

         (c)  any sale, lease, exchange or other transfer (in one transaction or
     a series of related transactions) of all, or substantially all, of the
     assets of the Company (on a consolidated basis); or

         (d)  the stockholders of the Company approve any plan or proposal for
     the liquidation or dissolution of the Company; or

         (e)  as the result of, or in connection with, any cash tender offer,
     exchange offer, merger or other business combination, sale of assets, proxy
     or consent solicitation, contested election or substantial stock
     accumulation (a "Control Transaction"), the members of the Board
                      -------------------
     immediately prior to the date the Company initiates, or is notified of,
     such Control Transaction (the "Incumbent Board") shall thereafter cease to
                                    ---------------
     constitute at least a majority of the Board; provided, however, that for
     purposes of this clause (e) any individual becoming a director subsequent
     to the date hereof whose election, or nomination for election by the
     Company's shareholders, was approved by a vote of at least a majority of
     the directors then comprising the Incumbent Board shall be considered as
     though such individual were a member of the Incumbent Board, but excluding,
     for this purpose, any such individual whose initial assumption of office
     occurs as a result of an actual or threatened election contest with respect
     to the election or removal of directors or other actual or threatened
     solicitation of proxies or consents by or on behalf of a person other than
     the Board.

     3.  Termination of Employment Following Change in Control.
         -----------------------------------------------------

     (a) If at any time after the date hereof any of the events described in
Section 2 hereof constituting a change in control of the Company occurs and in
contemplation thereof, in connection therewith or within two years thereafter
(i) you involuntarily cease to be an employee of the Company or any of its
subsidiaries for any reason other than termination for good cause (as
hereinafter defined), disability (as hereinafter defined) or death or (ii) you
terminate your employment with the Company and its subsidiaries for good reason
(as hereinafter defined) then

         (A)  you shall be entitled to the benefits provided in Section 4(a)
     hereof;

         (B)  any options, profit sharing, matching contributions or other
     similar items that are unvested shall vest, and, in the case of options or
     other items that have an expiration date, you shall be entitled to exercise
     such options or other items for a period of 90 days following such
     termination;

         (C)  contributions on your behalf to any pension, profit sharing,
     401(k) matching or similar plan shall be made, to the extent not previously
     made, for the period(s) (including any partial periods) up to the Date of
     Termination (defined below) or, if such plan does not permit such
     contributions, compensation in such amount shall be paid to you (it being
     understood that to the extent such contributions are not mandatory,
<PAGE>

Mr. Fred Kuznik
December 10, 2001
page 3

     contributions in the amount consistent with prior contributions shall be
     made), and all amount under such plans shall vest; and

         (D)  the Company shall provide you with health benefits, at a level no
     less than those in effect prior to the change in control, for 24 months
     after such termination or, to the extent that you are able to purchase
     health benefits at a level no less than those in effect prior to the change
     in control, reimburse you for COBRA payments for such period (in each case,
     together with a tax "gross-up" to offset the tax impact of such benefits or
     payment and gross-up); provided that the benefits under this clause (D)
     shall cease to the extent that such benefits, at a level no less than those
     in effect prior to the change of control, are otherwise available to you
     (at a cost no more than that paid by you prior to the change of control)
     during such period.

In the event of multiple changes of control during the term of this Agreement,
the foregoing two year period shall re-start in the event of such subsequent
change of control(s).

     (b) For purposes of this Agreement: (i) "good cause" means (A) your
                                              ----------
conviction of any felony involving dishonesty, fraud or breach of trust with
respect to the Company or its subsidiaries, or (B) your willful engagement in
gross misconduct in the performance of your duties that is materially and
demonstrably injurious to the Company and its subsidiaries, which conduct is not
cured after notice (any action or failure to act shall not be "willful" unless
it is done, or omitted to be done, by you in bad faith or without reasonable
belief that the act, or failure to act was in the best interests of the Company
and its subsidiaries); (ii) you shall be "disabled" if your inability to perform
                                          --------
your normal duties on a full-time basis for 180 consecutive business days (or
such shorter period as will suffice for you to qualify for full disability
benefits under the applicable disability insurance policy or policies of the
Company or its applicable subsidiaries) as a result of incapacity due to mental
or physical illness which is determined to be total and permanent by a qualified
physician selected by the Company or its insurers and reasonably acceptable to
you; and (iii) "good reason" shall exist if, without your express written
                -----------
consent:

         (A)  you are assigned duties materially inconsistent with your
     position, duties, responsibilities and status with the Company and/or its
     subsidiaries as of the time of the change in control (excluding for
     purposes of establishing such "base" any adverse change made in
     contemplation of such change of control), excluding for this purpose
     isolated, insubstantial and inadvertent action(s) not taken in bad faith
     and remedied by the Company or applicable subsidiary promptly after receipt
     of notice from you; or

         (B)  the Company or any of its subsidiaries reduces your annual base
     salary as in effect on the date hereof or as the same may be increased from
     time to time; or

         (C)  the Company or any of its subsidiaries reduces your aggregate
     compensation and incentive and benefit package as in effect at the time of
     the change in control (excluding for purposes of establishing such "base"
     any adverse change made in contemplation of such change of control); or

         (D)  the Company or any of its subsidiaries requires you regularly to
     perform your duties of employment beyond a fifty-mile radius from the
     location of your employment as of the time of the change in control
     (excluding for purposes of establishing such "base" any adverse change made
     in contemplation of such change of control); or

         (E)  the Company or any of its subsidiaries takes any other action
     which materially and adversely changes the conditions or perquisites of
     your employment as in effect at the time of the change in control
<PAGE>

Mr. Fred Kuznik
December 10, 2001
page 4

     (excluding for purposes of establishing such "base" any adverse change made
     in contemplation of such change of control); or

         (F)  the Company or any of its subsidiaries fails to obtain a
     satisfactory agreement from any successor to assume and agree to perform
     this Agreement, as contemplated by Section 10(a) hereof.

     (c) For purposes of this Agreement, any purported termination by the
Company or any of its subsidiaries or by you shall be communicated by written
"Notice of Termination" to the other party hereto in accordance with Section 11
----------------------
hereof.  "Date of Termination" shall mean the effective date specified in the
          -------------------
Notice of Termination as of which your employment terminates (which shall be not
more than sixty (60) days after the date such Notice of Termination is given).

     (d) The above provisions of this Section 3, and the provisions of Section
4, shall be applicable after a change in control has occurred, but not prior
thereto (unless termination is in contemplation of or in connection with such
change of control, in which case they shall apply).

     4.  Benefits Upon Termination.
         -------------------------

     (a) If your employment with the Company or any of its subsidiaries is
terminated under circumstances which entitle you to benefits under this Section
4(a), then the amount of such benefits (which benefits shall be in addition to
any other benefits to which you are entitled other than by reason of this
Agreement, except as specifically set forth in Section 9) shall be equal to the
sum of:

         (i)     unpaid salary with respect to any vacation days accrued but not
     taken as of the Date of Termination;

         (ii)    accrued but unpaid salary and bonus through the Date of
     Termination; and

         (iii)   an amount equal to the product of (A) two (2) times (B) the sum
     of (x) the highest Annual Compensation in effect at any time during the
     three calendar years preceding the date the change in control occurs and
     (y) your average annual bonus during the three calendar years (or, if you
     have not been employed for three calendar years, such shorter number of
     calendar years during which you've been employed) preceding the date the
     change in control occurs.

"Annual Compensation" means your total compensation (including salary but
 -------------------
excluding bonus) as reported on your W-2(s), or other applicable tax form, plus
any deductions or other deferrals of compensation not reported thereon
(including 401(k) contributions) and excluding any income resulting from
bonuses, the exercise of stock options, stock appreciation rights or other
similar long-term incentive plans.

     (b) Notwithstanding paragraph (a) of this Section 4, if all or any portion
of the payments or benefits provided under this Section 4 either alone or
together with other payments or benefits which you receive or are then entitled
to receive from the Company and any of its subsidiaries, would constitute a
"parachute payment" within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), such payments or benefits provided to you
                               ----
under this Section 4 shall be reduced to the extent necessary so that no portion
thereof shall be subject to the excise tax imposed by Section 4999 of the Code;
but only if, by reason of such reduction, your net after tax benefit shall
exceed the net after tax benefit if such reduction were not made.  "Net after
                                                                    ---------
tax benefit" for purposes of this Section 4 shall mean the sum of (i) the total
-----------
amount payable to you under this Section 4, plus (ii) all other payments and
benefits which you receive or are then entitled to receive from the Company and
any of its subsidiaries that would constitute a
<PAGE>

Mr. Fred Kuznik
December 10, 2001
page 5


"parachute payment" within the meaning of Section 280G of the Code, less (iii)
the amount of federal income taxes payable with respect to the payment and
benefits described in (i) and (ii) above calculated at the maximum marginal
income tax rate for each year in which such payments and benefits shall be paid
to you (based upon the rate in effect for such year as set forth in the Code at
the time of the first payment of the foregoing), less (iv) the amount of excise
taxes imposed with respect to the payments and benefits described in (i) and
(ii) above by Section 4999 of the Code.

     (c) The cash payment obligation of the Company under Sections 4(a)(i), (ii)
and (iii) above shall be paid to you in a lump sum within ten days of the Date
of Termination.

     (d) Following any change of control, the Company will indemnify you to the
fullest extent permitted under applicable laws against any claim, proceeding,
lawsuit, investigation or other action (collectively, an "Action") involving you
                                                          ------
in connection with, or relating to, your employment with the Company or its
subsidiaries, and the Company will, to the fullest extent permitted under
applicable laws, advance to you such expenses incurred by you in connection with
your investigation and defense of any such Action.

     5.  Default in Payment.  Any payment not made within ten days after it is
         ------------------
due in accordance with this Agreement shall thereafter bear interest, compounded
annually, at the prime rate from time to time in effect at Citibank, N.A. (or
any successor thereto).

     6.  No Assignment.  No interest of you or your spouse or any other
         -------------
beneficiary under this Agreement, or any right to receive payment hereunder,
shall be subject in any manner to sale, transfer, assignment, pledge,
attachment, garnishment, or other alienation or encumbrance of any kind (except
a transfer upon death of rights that have accrued prior to such death), nor may
such interest or right to receive a payment or distribution be taken,
voluntarily or involuntarily, for the satisfaction of the obligations or debts
of, or other claims against, you or your spouse or other beneficiary, including
for alimony.

     7.  Unsecured Obligation.  All rights of you and your spouse or their
         --------------------
beneficiary under this Agreement shall at all times be entirely unfunded and no
provision shall at any time be made with respect to segregating any assets of
the Company or payment of any amounts due hereunder.  Neither you nor your
spouse or other beneficiary shall have any interest in or rights against any
specific assets of the Company, and you and your spouse or other beneficiary
shall have only the rights of a general unsecured creditor of the Company.

     8.  Confidential Information.  You hereby acknowledge that, in the course
         ------------------------
of your employment, you will necessarily have access to become familiar with
and, as an indispensable part of your employment, use trade secrets, customer
lists and detailed customer-related information (some or all of which may
constitute trade secrets), business plans, financial and other proprietary and
confidential information (collectively "Confidential Information") concerning
                                        ------------------------
the Company and its subsidiaries and that such knowledge and familiarity was and
will continue to be of special, unique, and extraordinary value to the Company
and its subsidiaries.  You agree that you will not reveal or disclose to any
unauthorized person, or take and use for your own account any Confidential
Information concerning the Company or any of its subsidiaries unless and to the
extent that (a) the information was or becomes available to you on a
nonconfidential basis from a source which is not, to your knowledge, bound by a
confidentiality obligation to the Company or any of its subsidiaries, (b) you
are required by a court of competent jurisdiction or otherwise compelled by law
to disclose such Confidential Information or (c) such disclosure is made by you
in good faith in connection with your responsibilities and duties to the Company
or any of its subsidiaries.  Upon termination of employment, you agree to
promptly return to the Company and its subsidiaries or destroy all materials and
all copies of materials involving any Confidential Information in your
possession or control.  You also agree to represent to the Company in writing
that you have complied with the
<PAGE>

Mr. Fred Kuznik
December 10, 2001
page 6


provisions of the preceding sentence upon termination of employment. In no event
shall a breach or alleged breach of this Section 8 be grounds for withholding or
reclaiming payments under this Agreement.

     9.   Effect on Other Plans, Agreements and Benefits.  Except to the extent
          ----------------------------------------------
expressly set forth herein, any benefit or compensation to which you are
entitled under any agreement between you and the Company or any of its
subsidiaries or under any plan maintained by the Company or any of its
subsidiaries in which you participate or participated shall not be modified or
lessened in any way, but shall be payable according to the terms of the
applicable plan or agreement. The terms of this Agreement shall supersede any
existing agreement between you and the Company or any of its subsidiaries
executed prior to the date hereof to the extent any such agreement is
inconsistent with the terms hereof. Notwithstanding the above, any benefits
received by you pursuant to this Agreement shall be in lieu of any severance
benefits to which you would otherwise be entitled under any general severance
policy maintained by the Company or any of its subsidiaries for its management
or other personnel.

     10.  Successors; Binding Agreement.
          -----------------------------

     (a)  The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.  As used in
this Agreement, "Company" shall mean Cable Design Technologies Corporation and
any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or otherwise.

     (b)  This Agreement shall inure to the benefit of and be enforceable by
your personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If you should die while any amount
would still be payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or if there
is no such designee, to your estate.

     11.  Notice.  For the purposes of this Agreement, notices and all other
          ------
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when actually delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth on the first page of this Agreement, provided
that all notices to the Company shall be directed to the attention of the
President of the Company with a copy to the Secretary of the Company, or to such
other address for either party as it may have furnished to the other in writing
in accordance herewith, except that notice of change of address shall be
effective only upon receipt.

     12.  Miscellaneous.  No provision of this Agreement may be modified, waived
          -------------
or discharged unless such modification, waiver or discharge is agreed to in
writing and signed by you and a duly authorized officer of the Company.  No
waiver by either party hereto at any time of any breach of or failure to comply
with any condition or provision of this Agreement by the other party hereto
shall be deemed to be a waiver of any similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.

     13.  Choice of Law.  All questions concerning the construction, validity
          -------------
and interpretation of this Agreement and any exhibits and schedules hereto will
be governed by the internal law, and not the law of conflicts of, the State of
Delaware.
<PAGE>

Mr. Fred Kuznik
December 10, 2001
page 7

     14.  Validity.  The invalidity or unenforceability of any provision of this
          --------
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     15.  Counterpart.  This Agreement may be executed in several counterparts,
          -----------
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

     16.  Survival.  The obligations of the parties under this Agreement all
          --------
survive the term of this Agreement.

     17.  Enforcement.  The Company agrees to reimburse you for all expenses
          -----------
(including reasonable legal fees and expenses) incurred by you to enforce the
terms of this Agreement.

          *              *             *             *             *

     If this letter correctly sets forth our agreement on the subject matter
hereof, kindly sign and return to the Company this letter and the enclosed copy
of this letter which will then constitute our agreement on this subject. We will
return the copy of this letter to you.

                                    Sincerely,

                                    CABLE DESIGN TECHNOLOGIES CORPORATION


                                    By:  _________________________,
                                         at the direction of the Board of
                                         Directors
                                    Name: Charles B. Fromm
                                    Title: Vice President & Secretary


Agreed to as of: December 10, 2001


_________________________
      Fred C. Kuznik

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>dex104.txt
<DESCRIPTION>FERDINAND C. KUZNIK STOCK OPTION GRANT
<TEXT>
<PAGE>

                                                        Exhibit 10.4


                           January 21, 2002                  Stock Option Grants

Mr. Fred C. Kuznik
39 Castleton Court
North Barrington, IL 60010

Dear Fred:

The Board of Directors Cable Design Technologies Corporation (the "Company")
(and Compensation Committee hereof) has granted to you ("Grantee"), nonqualified
stock options to purchase shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company.  The grant date, option price per share, number
of option shares and plan under which each grant was made (each a "Plan") are as
follows:

<TABLE>
<CAPTION>
                 -------------------------------------------------------------------------------
                                                               Number of
                                              Option Price       Option
                          Grant Date            per Share        Shares          Plan
                          ----------          ------------     ---------         ----
                 -------------------------------------------------------------------------------
<S>                <C>                        <C>              <C>             <C>

                      December 21, 2001         $14.79         100,000         2001 Plan
                 -------------------------------------------------------------------------------

                      December 21, 2001         $14.79          59,820         LT Plan
                 -------------------------------------------------------------------------------

                      December 21, 2001         $14.79          40,180         Supplemental Plan
                 -------------------------------------------------------------------------------

                      December 28, 2001         $14.25         149,560         2001 Plan
                 -------------------------------------------------------------------------------

                      December 28, 2001         $14.25          50,440         Supplemental Plan
                 -------------------------------------------------------------------------------

                        January 4, 2002         $15.23         100,000         2001 Plan
                 -------------------------------------------------------------------------------
</TABLE>

               "2001 Plan" = 2001 Long-Term Performance Incentive Plan; "LT
               Plan" = Long-Term Performance Incentive Plan; "Supplemental Plan"
               = Supplemental Long-Term Performance Incentive Plan


Each of the foregoing constitutes a separate option grant that was made on the
grant date specified above. This letter and attachment evidences each such
grant. Each option grant is subject to the terms and conditions of the Plan
under which such option grant was issued and those set forth in Schedule I
hereto, including vesting described in Schedule I, all of which terms and
conditions are incorporated herein. Please sign and return a copy of Schedule I
to confirm receipt and understanding of such terms.

Very truly yours,

CABLE DESIGN TECHNOLOGIES CORPORATION
at the direction of the Compensation Committee of the Board of Directors

By: _________________________________
     Charles B. Fromm
     Vice President, General Counsel

ATTACHMENT
<PAGE>

Grantee: Fred C. Kuznik
Attachment to letter dated January 21, 2002
evidencing and describing option grants


                                  SCHEDULE I

                     CABLE DESIGN TECHNOLOGIES CORPORATION

                                   TERMS OF
                NONQUALIFIED STOCK OPTION AGREEMENT EVIDENCING
                    A GRANT OF A NONQUALIFIED STOCK OPTION

          Each of the option grants described in the letter referenced above and
to which these terms are attached (each a "grant," "option" or "option grant")
are subject to the following additional terms and conditions. All terms used but
not defined herein shall have the meanings given to them in the grant letter to
which this Schedule is attached, and if not defined therein, in the applicable
plan under which the grant was made. The grant and these terms constitute the
"Agreement" as used herein.

1.          Grantee Bound by Plan.  A copy of each applicable Plan has been
            ---------------------
     provided to Grantee, which Plans (as the applicable grant) is incorporated
     herein by reference and made a part hereof. Grantee hereby acknowledges
     receipt of a copy of each Plan and each Plan prospectus and agrees to be
     bound by all the terms and provisions thereof. Each Plan and any prospectus
     then in effect should be carefully examined before any decision is made to
     exercise the option.

2.          Exercise of Option. Subject to the earlier termination of the option
            ------------------
     as provided herein and in the Plan, each option grant may be exercised, by
     written notice to the Company in the form attached as Exhibit B hereto (or
                                                           ---------
     through such other procedure as is set up by the Company ), at any time and
     from time to time after the date of grant, but, except as otherwise
     provided below, such option shall not be exercisable for more than a
     percentage of the aggregate number of shares offered as set forth in the
     following schedule:


          Time Period in which                       Cumulative Percentage of
          Exercise Date occurs                    Shares from each Option Grant
          --------------------                                that
                                                        May Be Exercisable
                                                        ------------------


     Date of Grant through                                      20%
     December 10, 2002

     December 11, 2002 through                               up to 36%
     December 10, 2003

     December 11, 2003 through                               up to 52%
     December 2004

     December 11, 2004 through                               up to 68%
     December 10, 2005

     December 11, 2005 through                               up to 84%
<PAGE>

     December 10, 2006

     December 11, 2006 and after                             up to 100%


provided that, subject to the other conditions of this Agreement, if prior to
--------
the expiration of this option a Change of Control (defined in Exhibit A) occurs
                                                              ---------
then all of the then unvested options shall vest (i.e. the option shall be
 exercisable for all the shares).

An option shall not be exercisable in any event after the expiration of ten
years from the date of grant. An option may not be exercised for a fraction of a
share of Common Stock.

3.          Conditions to Exercise.  The option may not be exercised by Grantee
            ----------------------
     unless all of the following conditions are met:

     a.          Legal counsel for the Company must be satisfied at the time of
            exercise that the issuance of shares of Common Stock upon exercise
            will be in compliance with the Securities Act of 1933, as amended
            (the "Act") and other applicable United States federal, state, local
            and foreign laws;

     b.          Grantee must pay at the time of exercise the full purchase
            price for the shares of Common Stock being acquired hereunder, by
            paying in United States dollars by cash, tendering shares of Common
            Stock owned by Grantee which have a fair market value equal to the
            full purchase price for the shares of Common Stock being acquired,
            such fair market value to be determined in such reasonable manner as
            may be provided from time to time by the Committee or as may be
            required in order to comply with or conform to the requirements of
            any applicable or relevant laws or regulations, requesting that the
            Company withhold from the shares of Common Stock to be issued to the
            Grantee the number of shares necessary to satisfy the full purchase
            price, based on the fair market value of the shares of Common Stock
            determined as set forth in clause (ii); paying in such other form as
            the Committee may determine in its sole discretion, or tendering a
            combination of the forms of payment provided for above in clauses
            (i) through (iv) of this Subparagraph 3(b); provided, however, that
                                                        --------  -------
            any payment of the purchase price in the form of shares of Common
            Stock owned by the Grantee or to be issued to the Grantee shall be
            made in accordance with the Company's policy regarding transactions
            involving the Company's securities; and

     c.          Grantee must, at all times during the period beginning with the
            grant date of the option and ending on the date of such exercise,
            have been employed by the Company or one of its Subsidiaries,
            provided that if:

                 (i)  Grantee ceases to be so employed by reason of Grantee's
          disability or retirement (as such terms are defined in the Plan and
          interpreted and administered by the Committee) while holding the
          option which has not expired and has not been fully exercised Grantee
          may, at any time within three years of the date of the
<PAGE>

          onset of such disability or retirement (but in no event after the
          expiration of ten years from the grant date), exercise the option with
          respect to the number of shares, determined under Paragraph 2 above,
          as to which Grantee could have exercised the option on the date of the
          onset of such disability or retirement (or with respect to such
          greater number of shares as determined by the Committee in its sole
          discretion) and any remaining portion of the option shall be canceled
          and no longer exercisable;

               (ii)   Grantee dies while holding the option which has not
          expired and has not been fully exercised, his executors,
          administrators, heirs or distributees, as the case may be, may, at any
          time within one year (or such other period determined by the
          Committee) after the date of death (but in no event after the Option
          has expired), exercise the option with respect to any shares,
          determined under Paragraph 2, as to which the decedent could have
          exercised the option at the time of his death (or with respect to such
          greater number of shares as determined by the Committee) and any
          remaining portion of the option shall be canceled and no longer
          exercisable; and

               (iii)  Grantee's employment with the Company or its Subsidiaries
          is terminated for any reason other than as provided in clauses (i) and
          (ii) above and on the date of such termination Grantee holds the
          option which has not expired and has not been fully exercised, Grantee
          may, at any time within 30 days after such date of termination (but in
          no event after the expiration of ten years from the grant date),
          exercise the option with respect to the number of shares, determined
          under Paragraph 2 above, as to which Grantee could have exercised the
          option on such date of termination (or with respect to such greater
          number of shares as determined by the Committee in its sole
          discretion), and any remaining portion of the option shall be canceled
          and no longer exercisable.

Any option that is not exercised within the periods contemplated in clauses (i),
(ii) and (iii) above shall be canceled and no longer exercisable.

4.        Transferability. The option may not be sold, assigned, transferred,
          ---------------
     pledged, hypothecated or otherwise disposed of by Grantee, except by will
     or the laws of descent and distribution and is exercisable during Grantee's
     lifetime only by Grantee. If Grantee or anyone claiming under or through
     Grantee attempts to violate this Paragraph 4, such attempted violation
     shall be null and void and without effect, and the Company's obligation to
     make any further payments (stock or cash) hereunder shall terminate. If at
     the time of Grantee's death the option has not been fully exercised,
     Grantee's estate or any person who acquires the right to exercise the
     option by bequest or inheritance or by reason of Grantee's death may, at
     any time within one year after the date of Grantee's death (but in no event
     after the expiration of ten years from the grant date), exercise the option
     with respect to the number of shares, determined under Paragraph 2 above,
     as to which Grantee could have exercised the option at the time of
     Grantee's death, or with respect to such greater number of shares as
     determined by the Committee in its sole discretion. The applicable
     requirements of Paragraph 3 above must be satisfied at the
<PAGE>

     time of such exercise.

5.          Adjustments; Change of Control. In the event of any change in the
            ------------------------------
     number of shares of Common Stock outstanding by reason of any stock split,
     stock dividend, split-up, split-off, spin-off, recapitalization, merger or
     consolidation in which the Company is the surviving corporation, rights
     offering, reorganization, combination or exchange of shares, distribution
     to shareholders other than a normal cash dividend, or other extraordinary
     or unusual event occurring after the grant date specified above and prior
     to its exercise in full, the number of shares of Common Stock for which the
     option may then be exercised, the type of consideration for which the
     option may be exercised and the option price per share may or may not be
     adjusted so as to reflect such change, all as determined by the Committee
     in its sole discretion. In the event of a Change of Control, the Committee
     shall (i) if the Company is not the surviving corporation, provide for the
     conversion of this option into an option to acquire shares of the acquiror,
     with such adjustments to price and number of shares as the Committee deems
     to be equitable to reflect the conversion or (ii) if the Company is the
     surviving corporation, make such equitable adjustments to the price and
     number of shares to reflect such Change of Control. Notwithstanding
     anything in this Agreement to the contrary, the Committee may take the
     foregoing actions without the consent of the Grantee, and the Committee's
     determination shall be conclusive and binding on all persons for all
     purposes. Following any Change of Control in which the Company is not the
     surviving corporation, the term "Company" shall refer to the acquiror.

6.          Withholding of Tax.  It shall be a condition to the obligation of
            ------------------
     the Company to furnish shares of Common Stock upon exercise of an option
     (i) that Grantee (or any person acting under Paragraph 4 above) pay to the
     Company or its designee, upon its demand, in accordance with the Plan, such
     amount as may be demanded for the purpose of satisfying the Company's
     obligation to withhold federal, state, local or foreign income, employment
     or other taxes incurred by reason of the exercise of the option or the
     transfer of shares thereupon (the "Tax Withholding Amount"), and (ii) that
     Grantee (or any person acting under Paragraph 4 above) provide the Company
     with any forms, documents or other information reasonably required by the
     Company in connection with the grant. In order to satisfy the condition of
     clause (i), upon approval by the Committee, Grantee may (a) make payment of
     the Tax Withholding Amount in United States dollars cash, (b) tender shares
     of Common Stock owned by Grantee which have a fair market value equal to
     the Tax Withholding Amount, such fair market value to be determined in such
     reasonable manner as may be provided from time to time by the Committee or
     as may be required in order to comply with or conform to the requirements
     of any applicable or relevant laws or regulations, or (c) request that the
     Company withhold from the shares of Common Stock to be issued to the
     Grantee the number of shares which have a fair market value equal to the
     Tax Withholding Amount, based on the fair market value of the shares of
     Common Stock determined as set forth in clause (b), (d) make payment in
     such other form as the Committee may determine in its sole discretion, or
     (e) tender a combination of the forms of payment provided for above in
     clauses (a) through (d) of this Paragraph 6; provided, however, that any
                                                  -----------------
     payment in the form of shares of Common Stock owned by the Grantee or to be
     issued to the Grantee shall be made during the period beginning on
<PAGE>

     the third business day following the date of release of the Company's
     quarterly or annual summary statements of sales and earnings and shall be
     made in accordance with the Company's policy regarding transactions
     involving the Company's securities. If the amount requested for the purpose
     of satisfying the withholding obligation is not paid, the Company may
     refuse to furnish shares of Common Stock upon exercise of the option.

7.          Financial Assistance.  In accordance with the provisions of the
            --------------------
     Plan, if Grantee meets all eligibility requirements on the date of the
     option exercise, as defined by the Committee, upon Grantee's request the
     Company may assist Grantee in obtaining financing from the Company or from
     a bank or other third party, in such amount as may be necessary to permit
     the exercise of the option and/or the payment of any taxes required to be
     withheld by the Company in respect thereof.

8.          Amendment or Substitution of Awards.  The terms of this Agreement
            -----------------------------------
     may be amended from time to time by the Committee in its sole discretion in
     any manner that it deems appropriate (including, but not limited to,
     acceleration of the vesting provisions of the option in Paragraph 2);
     provided, however, that no such amendment shall adversely affect in a
     material manner any right of Grantee under this Agreement without Grantee's
     written consent, unless the Committee determines in its sole discretion
     that there have occurred or are about to occur significant changes in
     Grantee's position, duties or responsibilities, or significant changes in
     economic, legislative, regulatory, tax, accounting or cost/benefit
     conditions which are determined by the Committee in its sole discretion to
     have or to be expected to have a substantial effect on the performance of
     the Company, or any Subsidiary, affiliates, division, or department
     thereof, on the Plan or on this grant under the Plan. The Committee may, in
     its sole discretion, permit Grantee to surrender this grant in order to
     exercise or realize the rights under other awards under the Plan, or in
     exchange for the grant of new awards under the Plan, or require Grantee to
     surrender this grant as a condition precedent to the grant of new awards
     under the Plan.

9.          Confidential Information.  Grantee acknowledges that in the course
            ------------------------
     of his employment, he will necessarily have access to become familiar with
     and, as an indispensable part of his employment, use trade secrets,
     customer lists and detailed customer-related information (some or all of
     which may constitute trade secrets), business plans, financial and other
     proprietary and confidential information (collectively "Confidential
     Information") concerning the Company and its Subsidiaries and that such
     knowledge and familiarity was and will continue to be of special, unique,
     and extraordinary value to the Company and its Subsidiaries. Grantee agrees
     that he will not reveal or disclose to any unauthorized person, or take and
     use for his own account any Confidential Information concerning the Company
     and its Subsidiaries unless and to the extent that (i) the information was
     or becomes available to Grantee on a nonconfidential basis from a source
     which is not bound by a confidentiality obligation to the Company or a
     Subsidiary or (ii) Grantee is required by a court of competent jurisdiction
     or otherwise compelled by law to disclose such Confidential Information. In
     the event that Grantee is so required or compelled to make such disclosure,
     such party shall cooperate with the Company to preserve in full the
     confidentiality of all Confidential Information whose disclosure is not
     required or compelled. Upon termination of employment, Grantee shall
<PAGE>

     promptly return to the Company all materials and all copies of materials
     involving any Confidential Information in Grantee's possession or control.
     Grantee agrees to represent to the Company in writing that he has complied
     with the provisions of this paragraph 9(b) upon termination of employment.

10.         Administration.  Any action taken or decision made by the Company,
            --------------
     the Board, or the Committee or its delegates arising out of or in
     connection with the construction, administration, interpretation or effect
     of the Plan or this Agreement shall lie within its sole and absolute
     discretion, as the case may be, and shall be final, conclusive and binding
     on Grantee and all persons claiming under or through Grantee. By accepting
     this grant or other benefit under the Plan, Grantee and each person
     claiming under or through Grantee shall be conclusively deemed to have
     indicated acceptance and ratification of, and consent to, any action taken
     under the Plan by the Company, the Board or the Committee or its delegates.

11.         No Rights as Stockholder.  Unless and until a certificate or
            ------------------------
     certificates representing such shares of Common Stock shall have been
     issued to Grantee (or any person acting under Paragraph 4 above), Grantee
     shall not be or have any of the rights or privileges of a stockholder of
     the Company with respect to shares of Common Stock acquirable upon exercise
     of the option. No adjustment shall be made for dividends (ordinary or
     extraordinary, whether in cash, securities or other property) or
     distributions or other rights for which the record date is prior to the
     date such stock certificate is issued to Grantee.

12.         Investment Representation.  Grantee hereby acknowledges that the
            -------------------------
     shares of Common Stock which Grantee may acquire by exercising the option
     shall be acquired for investment without a view to distribution, within the
     meaning of the Act, and shall not be sold, transferred, assigned, pledged
     or hypothecated in the absence of an effective registration statement for
     the shares under the Act and applicable state securities laws or an
     applicable exemption from the registration requirements of the Act and any
     applicable state securities laws. Grantee also agrees that the shares of
     Common Stock which Grantee may acquire by exercising the option will not be
     sold or otherwise disposed of in any manner which would constitute a
     violation of any applicable securities laws, whether federal or state.

13.         Listing and Registration of Common Stock.  The Company, in its
            ----------------------------------------
     discretion, may postpone the issuance and/or delivery of shares of Common
     Stock upon any exercise of the option until completion of such stock
     exchange listing, or registration, or other qualification of such shares
     under any state and/or federal law, rule or regulation as the Company may
     consider appropriate.

14.         Rights of Participants.  Neither this Agreement nor the Plan creates
            ----------------------
     any employment rights in Grantee and the Company shall have no liability
     for terminating Grantee's employment. Grantee shall have no rights under
     the Plan other than as an unsecured general creditor of the Company except
     that insofar as Grantee may have become entitled to payment of additional
     compensation by performance of services,
<PAGE>

     Grantee shall have the same rights as other employees under general law.

15.         Notices.  Any notice hereunder to the Company shall be addressed to:
            -------
     Cable Design Technologies Corporation, Foster Plaza 7, 661 Andersen Drive,
     Pittsburgh, Pennsylvania 15220, Attention: President, and any notice
     hereunder to Grantee shall be addressed to Grantee at Grantee's last
     address on the records of the Company, subject to the right of either party
     to designate at any time hereafter in writing some other address. Any
     notice shall be deemed to have been duly given when delivered personally or
     enclosed in a properly sealed envelope, addressed as set forth above, and
     deposited (with first class postage prepaid) in the United States mail.

16.         Counterparts.  This Agreement may be executed in one or several
            ------------
     counterparts, each of which shall constitute one and the same instrument.


17.         Binding Effect.  This Agreement shall be binding upon and inure to
            --------------
     the benefit of any successors to the Company and all persons lawfully
     claiming under Grantee.

18.         Severability.  Whenever possible, each provision of this Agreement
            ------------
     shall be interpreted in such manner as to be effective and valid under
     applicable law, but if any provision of this Agreement is held to be
     invalid, illegal or unenforceable in any respect under any applicable law
     or rule in any jurisdiction, such invalidity, illegality or
     unenforceability shall not affect any other provision or any other
     jurisdiction, but this Agreement shall be reformed, construed and enforced
     in such jurisdiction as if such invalid, illegal or unenforceable provision
     had never been contained herein. The parties agree that a court of
     competent jurisdiction making a determination of the invalidity or
     unenforceability of any term or provision of Paragraph 9 of this Agreement
     shall have the power to reduce the scope, duration or area of any such term
     or provision, to delete specific words or phrases or to replace any invalid
     or unenforceable term or provision of Paragraph 9 with a term or provision
     that is valid and enforceable and that comes closest to expressing the
     intention of the invalid or unenforceable term or provision, and this
     Agreement shall be enforceable as so modified.

19.         Remedies.  The parties hereto agree and acknowledge that Grantee's
            --------
     breach of Paragraph 9 of this Agreement shall materially and irreparably
     harm the Company and its Subsidiaries, that money damages shall accordingly
     not be an adequate remedy for any breach of the provisions of Paragraph 9
     of this Agreement by Grantee and that the Company in its sole discretion
     and in addition to any other remedies it may have at law or in equity may
     apply to any court of law or equity of competent jurisdiction (without
     posting any bond or deposit) for specific performance and/or other
     injunctive relief in order to enforce or prevent any violations of the
     provisions of this Agreement.

20.         Delivery by Facsimile.  This Agreement, and any amendments hereto or
            ---------------------
     thereto, to the extent signed and delivered by means of a facsimile
     machine, shall be treated in all manner and respects as an original
     agreement or instrument and shall be considered to have the same binding
     legal effect as if it were the original signed version thereof delivered in
     person. At the request of any party hereto or to any such agreement, each
<PAGE>

     other party hereto or thereto shall re-execute original forms thereof and
     deliver them to all other parties. No party hereto or to any such agreement
     shall raise the use of a facsimile machine to deliver a signature or the
     fact that any signature or agreement was transmitted or communicated
     through the use of a facsimile machine as a defense to the formation of a
     contract and each such party forever waives any such defense.

21.         Governing Law.  The validity, construction, interpretation,
            -------------
     administration and effect of the Plan, and of its rules and regulations,
     and rights relating to the Plan and to this Agreement, shall be governed by
     the substantive laws, but not the choice of law rules, of the State of
     Delaware.

                             *   *   *   *   *   *

            The Grantee has reviewed the foregoing and acknowledges that the
option grant to which this Schedule I is attached is subject hereto. The Grantee
agrees to be bound by the terms of this Schedule I.


Dated:  _______________


Fred C. Kuznik
<PAGE>

                                                                       EXHIBIT A

                                  Definitions
                                  -----------

"Change in Control" shall be deemed to have occurred if:
 -----------------

          (a)  any "person" or "group" (as such terms are used in Section 13(d)
     of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is
     or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
     Exchange Act), directly or indirectly, of securities of the Company
     representing 50% or more of the combined voting power of the Company's then
     outstanding securities; or

          (b)  there shall be consummated any consolidation, merger,
     reorganization or acquisition involving the Company unless following such
     event (i) all or substantially all of the individuals and entities who were
     the beneficial owners of the outstanding voting securities of the Company
     immediately prior to such event beneficially own, directly or indirectly,
     more than 55% of the combined voting power of the then-outstanding voting
     securities entitled to vote generally in the election of directors of the
     corporation resulting from such event in substantially the same proportions
     as their ownership immediately prior to such event and (ii) the provisions
     of clause (a) above are not met and (iii) at least 55% of the members of
     the board of directors of the corporation resulting from such event were
     members of the board of directors at the time of the initial consideration
     of, or any action of the board relating to, such event; or

          (c)  any sale, lease, exchange or other transfer (in one transaction
     or a series of related transactions) of all, or substantially all, of the
     assets of the Company (on a consolidated basis); or

          (d)  the stockholders of the Company approve any plan or proposal for
     the liquidation or dissolution of the Company; or

          (e)  as the result of, or in connection with, any cash tender offer,
     exchange offer, merger or other business combination, sale of assets, proxy
     or consent solicitation, contested election or substantial stock
     accumulation (a "Control Transaction"), the members of the Board
                      -------------------
     immediately prior to the date the Company initiates, or is notified of,
     such Control Transaction (the "Incumbent Board") shall thereafter cease to
                                    ---------------
     constitute at least a majority of the Board; provided, however, that for
     purposes of this clause (e) any individual becoming a director subsequent
     to the date hereof whose election, or nomination for election by the
     Company's shareholders, was approved by a vote of at least a majority of
     the directors then comprising the Incumbent Board shall be considered as
     though such individual were a member of the Incumbent Board, but excluding,
     for this purpose, any such individual whose initial assumption of office
     occurs as a result of an actual or threatened election contest with respect
     to the election or removal of directors or other actual or threatened
     solicitation of proxies or consents by or on behalf of a person other than
     the Board.
<PAGE>

"Subsidiary" shall mean any corporation of which the securities having a
 ----------
majority of the voting power in electing directors are, at the time of
determination, owned by the Company, directly or through one or more
Subsidiaries.
<PAGE>

                                   EXHIBIT B
                                   ---------


                         Form of Letter to be Used on
                           Exercise of Stock Options

                                                                 _______________
                                                                            Date

Cable Design Technologies Corporation
Foster Plaza 7
661 Andersen Drive
Pittsburgh, Pennsylvania 15220
Attention:  President

Dear Sir:

          I wish to exercise the stock option granted on ____________, ____ and
evidenced by my Supplemental Long-Term Performance Incentive Plan Stock Option
Agreement dated ____________, ____ to the extent of ________ shares of the
Common Stock of Cable Design Technologies Corporation, at the option price of
$________ per share. My check in the amount of $________ in payment of the
entire purchase price for these shares accompanies this letter.

          Please issue a certificate for these shares in the following name:

          ___________________________________
          Name

          ___________________________________
          Street Address

          ___________________________________
          City/State/Zip

                                        Very truly yours,


                                        _______________________
                                        Signature

                                        _______________________
                                        Typed or Printed Name

                                        ________________________
                                        Social Security Number

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>dex105.txt
<DESCRIPTION>AMENDMENT TO LONG TERM INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                    Exhibit 10.5

                                 Amendment to
                     Cable Design Technologies Corporation
                   2001 Long-Term Performance Incentive Plan
                   -----------------------------------------

            Adopted by the Board of Directors on December 10, 2001

The second sentence of Section 4(b) of the 2001 Long-Term Performance Incentive
Plan is amended to read in its entirety as follows:

     In any one calendar year, the Committee shall not grant to any one
     participant options or SAR's to purchase a number of shares of Common
     Stock, and shall not grant to any one participant Restricted Stock or
     Performance Grants, in excess of 100,000 shares, provided that foregoing
     restriction shall not apply in connection with options, SAR's, Restricted
     Stock or Performance Grants made in connection with any person being hired
     by the Corporation or its subsidiaries.


                         *   *   *   *   *   *   *   *

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15.1
<SEQUENCE>8
<FILENAME>dex151.txt
<DESCRIPTION>ARTHUR ANDERSEN
<TEXT>
<PAGE>

                                                                    EXHIBIT 15.1

March 11, 2002

To the Stockholders and Board of Directors of
Cable Design Technologies Corporation:

We are aware that Cable Design Technologies Corporation has incorporated by
reference in its Registration Statements on Form S-3 (Registration No. 333-
00554); Form S-8 (Registration No. 333-80229); Form S-8 (Registration No. 333-
76351); Form S-8 (Registration No. 33-73272); Form S-8 (Registration No. 33-
78418); Form S-8 (Registration No. 333-2450); Form S-8 (Registration No. 333-
6743); Form S-8 (Registration No. 333-17443); and Form S-8 (Registration No.
333-73790) its Form 10-Q for the quarter ended January 31, 2002, which includes
our report dated February 25, 2002, covering the unaudited interim financial
information contained therein.  Pursuant to Regulation C of the Securities Act
of 1933 (the Act), that report is not considered a part of the registration
statements prepared or certified by our firm or a report prepared or certified
by our firm within the meaning of Sections 7 and 11 of the Act.  It should be
noted that we have not performed any procedures subsequent to February 25, 2002.


                                                  /s/Arthur Andersen LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>9
<FILENAME>dex991.txt
<DESCRIPTION>FORM OF CREDIT AGREEMENT (FLEET BANK)
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

                               CREDIT AGREEMENT



                                     among



                    CABLE DESIGN TECHNOLOGIES CORPORATION,
                                   as Parent


                                 THE BORROWERS

                          THE LENDERS PARTIES HERETO,
                                  as Lenders

                                      and


                              FLEET NATIONAL BANK
                            as Administrative Agent

                      FLEET NATIONAL BANK (LONDON BRANCH)
                              as UK Fronting Bank

                          FLEET BANK (EUROPE) LIMITED
                           as European Fronting Bank

                                  BNP PARIBAS
                             as Syndication Agent

                     BANK OF AMERICA NATIONAL ASSOCIATION
                            as Documentation Agent

                               FIFTH THIRD BANK
                              JPMORGAN CHASE BANK
                         CITIZENS BANK OF PENNSYLVANIA
                      NATIONAL CITY BANK OF PENNSYLVANIA
                              as Managing Agents

                             FLEET SECURITIES, INC
                                  as Arranger


                               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 Uniform Commercial Code..................................  21
             --------------------------------------------
    1.3.     Computation of Time Periods...................................................  21
             ---------------------------
    1.4.     Accounting Terms..............................................................  21
             ----------------
    1.5.     Other Provisions Regarding Definitions........................................  22
             -------------------------------------

SECTION 2.  REVOLVING LOANS................................................................  23

    2.1.     Revolving Loans...............................................................  23
             ---------------
    2.2.     Borrowing Limits..............................................................  23
             ----------------
    2.3.     Minimum Advances..............................................................  24
             ----------------
    2.4.     Swingline Loans...............................................................  24

    2.5.     Notice of Borrowing; Borrower's Certificate...................................  25

    2.6.     Optional Currencies...........................................................  27

    2.7.     Termination and Reduction of Revolving Credit Facility Commitments............  28

    2.8.     Revolving Notes...............................................................  29
             ---------------
    2.9.     Facility Fee; Fronting Fee....................................................  29

    2.10.    Interest......................................................................  30

    2.11.    Conversion of Borrowings; Renewals............................................  32
             ----------------------------------
    2.12.    Mandatory Payments............................................................  33

    2.13.    Optional Prepayments..........................................................  35
             --------------------
    2.14.    Agent's Availability Assumption...............................................  36
             -------------------------------
    2.15.    Procedures for Payment........................................................  38
             ----------------------
    2.16.    Other Fees....................................................................  40
             ----------
    2.17.    Increased Costs...............................................................  41
             ---------------
    2.18.    Change of Law Rendering LIBOR Advances Unlawful...............................  42
             -----------------------------------------------
    2.19.    LIBOR Availability............................................................  43
             ------------------
    2.20.    Indemnities...................................................................  44
             -----------
</TABLE>

                                     (ii)
<PAGE>

<TABLE>
<S>                                                                                          <C>
    2.21.    Capital Adequacy..............................................................  45
             ----------------
    2.22.    Pro Rata Treatment and Payments...............................................  45
             -------------------------------
    2.23.    Telephonic Notice.............................................................  46
             -----------------
    2.24.    Maximum Interest..............................................................  46
             ----------------
    2.25.    European Monetary Union.......................................................  46

SECTION 3.  LETTERS OF CREDIT..............................................................  48

    3.1.     Letters of Credit.............................................................  48
             -----------------
    3.2.     Reimbursement for Drawings....................................................  49
             --------------------------
    3.3.     Letter of Credit Fees.........................................................  50
             ---------------------
    3.4.     Indemnity.....................................................................  50
             ---------
    3.5.     Letter of Credit Participation and Certain Payments...........................  51
             ---------------------------------------------------
    3.6.     Reimbursement of Certain Costs................................................  52
             ------------------------------
    3.7.     Payment of Drafts.............................................................  54
             -----------------
    3.8.     Issuing Lender's Actions......................................................  54
             ------------------------

SECTION 4.  GUARANTIES.....................................................................  54

    4.1.     Guaranties....................................................................  55
             ----------
    4.2.     Future Subsidiaries...........................................................  55
             -------------------
    4.3.     Limitation of Liability.......................................................  55
             -----------------------

SECTION 5.  REPRESENTATIONS AND WARRANTIES.................................................  55

    5.1.     Corporate Status..............................................................  55
             ----------------
    5.2.     Power and Authority...........................................................  56
             -------------------
    5.3.     No Violation of Agreements....................................................  56
             --------------------------
    5.4.     No Litigation.................................................................  57
             -------------
    5.5.     Good Title to Properties; Condition of Assets.................................  57
             ---------------------------------------------
    5.6.     Financial Statements and Condition............................................  57
             ----------------------------------
    5.7.     Tax Liability.................................................................  58
             -------------
    5.8.     Governmental Action...........................................................  58
             -------------------
    5.9.     Disclosure....................................................................  59
             ----------
    5.10.    Regulation U..................................................................  59
             ------------
</TABLE>

                                     (iii)
<PAGE>

<TABLE>
<S>                                                                                          <C>
    5.11.    Investment Company............................................................  59
             ------------------
    5.12.    Solvency......................................................................  59
             --------
    5.13.    Permits, etc..................................................................  59
             ------------
    5.14.    Environmental Status..........................................................  60
             --------------------
    5.15.    No Financial Assistance.......................................................  60
             -----------------------

SECTION 6.  AFFIRMATIVE COVENANTS..........................................................  60

    6.1.     Financial Statements and Other Information....................................  60

    6.2.     Taxes and Claims..............................................................  63
             ----------------
    6.3.     Insurance.....................................................................  63
             ---------
    6.4.     Books and Reserves............................................................  63
             ------------------
    6.5.     Properties in Good Condition..................................................  63
             ----------------------------
    6.6.     Maintenance of Existence......................................................  64
             ------------------------
    6.7.     Inspection by the Agent and the Lenders.......................................  64
             ---------------------------------------
    6.8.     Pay Indebtedness to Lenders and Perform Other Covenants.......................  64
             -------------------------------------------------------
    6.9.     Notice of Default.............................................................  64
             -----------------
    6.10.    Reporting of Misrepresentations...............................................  64
             -------------------------------
    6.11.    Compliance with Laws..........................................................  65
             -------------------
    6.12.    ERISA.........................................................................  65
             -----
    6.13.    Further Assurances............................................................  65
             ------------------
    6.14.    Environmental Matters.........................................................  65
             ---------------------
    6.15.    Financial Covenants...........................................................  65

    6.16.    Ownership of the Borrower.....................................................  66

    6.17.    Letter to Auditors............................................................  66
             ------------------

SECTION 7.  NEGATIVE COVENANTS.............................................................  66

    7.1.     Liens.........................................................................  66
             -----
    7.2.     Indebtedness..................................................................  68
             ------------
    7.3.     Investments...................................................................  69
             -----------
    7.4.     Merger, Sale of, Dissolution, Etc.............................................  70

    7.5.     Dividends, Redemptions and Other Payments.....................................  72
             -----------------------------------------
    7.6.     Subsidiaries..................................................................  72
             ------------
</TABLE>

                                     (iv)
<PAGE>

<TABLE>
<S>                                                                                          <C>
    7.7.     Transactions with Affiliates..................................................  72
             ----------------------------
    7.8.     Noncompliance with ERISA......................................................  72
             ------------------------
    7.9.     Amendments and Modifications..................................................  73
             ----------------------------
    7.10.    Fiscal Year...................................................................  73
             -----------
    7.11.    Change of Business............................................................  73
             ------------------
    7.12.    Negative Pledges..............................................................  73
             ----------------
    7.13.    Permitted Acquisitions........................................................  73
             ----------------------

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

    8.1.     Opinions of Counsel...........................................................  75
             -------------------
    8.2.     Financial Status..............................................................  75
             ----------------
    8.3.     No Material Adverse Change....................................................  75
             --------------------------
    8.4.     Qualifications................................................................  75
             --------------
    8.5.     Loan Documents................................................................  75
             --------------
    8.6.     Collateral....................................................................  76
             ----------
    8.7.     Examination of Books..........................................................  76
             --------------------
    8.8.     Corporate Structure...........................................................  76
             -------------------
    8.9.     Fees to Agent and Lenders.....................................................  76
             -------------------------
    8.10.    Disbursement Authorization....................................................  76
             --------------------------
    8.11.    Litigation....................................................................  76
             ----------
    8.12.    Compliance with Law...........................................................  77
             -------------------
    8.13.    Proceedings; Receipt of Documents.............................................  77
             ---------------------------------
    8.14.    Solvency Certificate..........................................................  77
             --------------------
    8.15.    No Default or Event of Default................................................  77
             ------------------------------
    8.16.    CAN Loan Agreement; Intercreditor Agreement...................................  77
             -------------------------------------------
    8.17.    Repayment of Indebtedness.....................................................  77
             -------------------------
    8.18.    Government Regulations........................................................  77
             ----------------------

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

    9.1.     Borrower's Certificate; Other Conditions......................................  78
             ----------------------------------------
    9.2.     Written Notice of Loan........................................................  78
             ----------------------
</TABLE>

                                      (v)
<PAGE>

<TABLE>
<S>                                                                                          <C>
SECTION 10.  USE OF PROCEEDS...............................................................  78

SECTION 11.  DEFAULTS AND REMEDIES.........................................................  79

    11.1.    Events of Default.............................................................  79
             -----------------
    11.2.    Suits for Enforcement.........................................................  83
             ---------------------
    11.3.    Rights and Remedies Cumulative................................................  83
             ------------------------------
    11.4.    Rights and Remedies Not Waived................................................  83
             ------------------------------
    11.5.    Application of Proceeds.......................................................  84

SECTION 12.  MISCELLANEOUS.................................................................  85

    12.1.    Collection Costs..............................................................  86
             ----------------
    12.2.    Amendment, Modification and Waiver............................................  86
             ----------------------------------
    12.3.    Governing Law.................................................................  88
             -------------
    12.4.    Notices.......................................................................  88
             -------
    12.5.    Fees and Expenses.............................................................  88
             -----------------
    12.6.    Stamp or Other Tax............................................................  89
             ------------------
    12.7.    Waiver of Jury Trial and Setoff...............................................  89
             -------------------------------
    12.8.    Termination of Agreement......................................................  89
             ------------------------
    12.9.    Captions......................................................................  90
             --------
    12.10.   Lien; Setoff by Lenders.......................................................  90

    12.11.   Payment Due on Non-Business Day...............................................  91
             -------------------------------
    12.12.   Service of Process............................................................  91
             ------------------
    12.13.   The Agent.....................................................................  92
             ---------
    12.14.   The Fronting Banks............................................................  95

    12.15.   Sale, Assignment or Transfer to Additional Lenders............................  97
             --------------------------------------------------
    12.16.   Benefit of Agreement; Assignments by Lenders..................................  97
             --------------------------------------------
    12.17.   Counterparts; Facsimile Signature.............................................  99
             ---------------------------------
    12.18.   Invalidity....................................................................  99
             ----------
    12.19.   Disclosure of Financial Information...........................................  99
             -----------------------------------
    12.20.   Maintenance of Confidentiality................................................ 100
             ------------------------------
    12.21.   Obligations Several; No Fiduciary Obligations................................. 100
             ---------------------------------------------
    12.22.   Indemnification............................................................... 101
             ---------------
</TABLE>

                                     (vi)
<PAGE>

                                   EXHIBITS
                                   --------

Exhibit 2.5(a)  Borrower's Certificate
Exhibit 2.8     Revolving Notes
Exhibit 4.1(a)  Guaranty of Lender Debt by Domestic Guarantors
Exhibit 4.1(b)  Guaranty of Lender Debt by Guarantors organized under laws of
                The United Kingdom and Wales
Exhibit 4.1(c)  Guaranty of Lender Debt by Guarantors organized under laws of
                Germany
Exhibit 4.1(d)  Guaranty of Lender Debt by Guarantors organized under laws of
                Sweden
Exhibit 4.1(e)  Guaranty of Lender Debt by Guarantors organized under laws of
                Denmark
Exhibit 8.6(a)  NORDX/CDT Pledge Agreement
Exhibit 8.6(b)  Noslo Pledge Agreement/Charge over Shares
Exhibit 8.10    Disbursement Authorization

                                   SCHEDULES
                                   ---------

Schedule 1-a    Lenders, Offices and Commitment Percentages
Schedule 1-b    Intentionally Omitted
Schedule 1-c    European Borrowers
Schedule 1-d    European Guarantors
Schedule 1-e    UK Guarantors
Schedule 3.1    Existing Letters of Credit
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

                                     (vii)
<PAGE>

     CREDIT AGREEMENT dated as of December 17, 2001, among CABLE DESIGN
TECHNOLOGIES CORPORATION, a Delaware corporation (the "Parent"), the Borrowers
(defined below), the lenders and other financial institutions which are now or
may hereafter become parties hereto (such lenders and other financial
institutions and their respective successors and permitted assigns,
individually, a "Lender" and collectively, the "Lenders"), FLEET NATIONAL BANK,
as Administrative Agent for the Lenders (in such capacity, the "Agent"), FLEET
NATIONAL BANK (LONDON BRANCH), as UK Fronting Bank, and FLEET BANK (EUROPE)
LIMITED, as European Fronting Bank.

                                  WITNESSETH:
                                  ----------

     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):

     "Acquired Person" shall mean any Person (i) in which any Credit Party is
      ---------------
making an Investment, or (ii) any portion of whose stock, securities, or
ownership interests are being acquired by any Credit Party in a Permitted
Acquisition, or (iii)  all or substantially all of whose assets are being
acquired by any Credit Party 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 any Credit Party merges or
consolidates in a Permitted Acquisition, in each case whether the foregoing are
directly undertaken by a Credit Party or indirectly through a Holding Company.

     "Additional Lenders" shall have the meaning set forth in (S) 12.16(c)
      ------------------
hereof.

     "Adjusted EBITDA" shall mean, for any period, the EBITDA of any Person,
      ---------------
plus  charges associated with the write off of accounts receivable from (a)
Anicom in the sum of $3,129,000, which write off was taken in the second quarter
of Fiscal Year 2001, and (b) MMI in the sum of $1,295,000, which write off was
taken in the fourth quarter of Fiscal Year 2001, plus any charges of a non-
recurring and non-operational nature not having a continuing material adverse
effect on the Parent and its Subsidiaries (as determined by the Agent in its
reasonable discretion), and excluding therefrom any intercompany interest,
charges, or fees that, in accordance with GAAP, would be eliminated on a
consolidated income statement of the Parent and its Subsidiaries.

     "Adjusted LIBOR Rate" shall mean, with respect to each Interest Period for
      -------------------
a LIBOR Advance, the rate obtained by dividing (i) the LIBOR Rate for such
Interest Period by (ii) a percentage equal to 1 minus the stated maximum rate
(stated as a decimal) of all reserves then required to be maintained against
"Eurocurrency liabilities" as specified in Regulation D (or against any other
category of liabilities which includes deposits by reference to which the
interest

                                       1
<PAGE>

rate on LIBOR Advances is determined or any category of extensions of credit or
other assets which includes loans by a non-United States office of any Lender to
United States residents).

     "Adjusted 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 with respect to obligations of the type described in clauses (i),
(ii) and (iv) of this definition; and (iv) letters of credit and all obligations
of such Person relating thereto.

     "Adjusted Sterling LIBOR Rate" shall mean the Sterling LIBOR Rate plus such
      ----------------------------
additional rate determined by the UK Fronting Bank on the first day of each
Interest Period to be that which expresses the prevailing additional cost to the
UK Fronting Bank of complying with any special deposit, non-interest bearing
deposit, reserve or liquidity ratio or other similar requirements (whether or
not having the force of law) imposed by the Bank of England or Financial
Services Authority in England or other relevant authority.

     "Adverse Consequences" shall mean any event that would either (a) result in
      --------------------
a CFC being deemed to have made an investment in United States property under
Section 956 of the Code, (b) result in other adverse tax consequences to any
Credit Party, (c) be in violation of any agreement relating to Indebtedness for
Borrowed Money permitted under the terms of this Agreement, which violation is
not waived by the holder of such Indebtedness, (d) be in violation of any law,
rule or regulation of any Governmental Body, or (e) breach a fiduciary or
contractual duty to minority shareholders.

     "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.

     "Agent" shall have the meaning set forth in the preamble to this Agreement
      -----
and in (S)12.13(j) hereof.

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

     "Annual Acquisition Cap" has the meaning set forth in (S)7.13 hereof.
      ----------------------

     "Applicable Laws" means federal, state, 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

                                       2
<PAGE>

and applicable to, and binding on, any Credit Party and includes, without
limitation as to the UK Borrowers and Guarantors of the UK Lender Debt, all
national and supra-national statutes under the laws of England and Wales.

     "Applicable Margin" shall initially mean the per annum rates set forth in
      -----------------
Level III, below. The Applicable Margin shall be adjusted, based upon the
following performance covenants:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Level              Leverage Ratio                   Facility Fee         Applicable           Applicable
                   for Parent and                                        Margin for           Margin for
                   its Subsidiaries                                      LIBOR, Sterling      Base Rate
                                                                         LIBOR, Sterling      Loans and UK
                                                                         Base Rate and        Dollar Base
                                                                         Multicurrency        Rate Loans
                                                                         Loans
------------------------------------------------------------------------------------------------------------------
<S>                <C>                              <C>                  <C>                  <C>
I                  Greater than or                  0.50%                  2.00%                0.50%
                   equal to 2.50:1.00
------------------------------------------------------------------------------------------------------------------
II                 Less than                        0.375%                 1.625%               0.375%
                   2.50:1.00 but
                   greater than or
                   equal to 2.00:1.00
------------------------------------------------------------------------------------------------------------------
III                Less than                        0.30%                   1.45%                0.30%
                   2.00:1.00 but
                   greater than or
                   equal to 1.50:1.00
------------------------------------------------------------------------------------------------------------------
IV                 Less than                        0.25%                   1.25%                0.25%
                   1.50:1.00 but
                   greater than or
                   equal to 1.00:1.00
------------------------------------------------------------------------------------------------------------------
V                  Less than                        0.20%                   1.05%                0.20%
                   1.00:1.00
------------------------------------------------------------------------------------------------------------------
</TABLE>

     For purposes of determining the Applicable Margin, the Leverage Ratio shall
be tested quarterly on a rolling four-quarter basis beginning with the quarter
ending January 31, 2002.  In no event shall the Applicable Margin be adjusted to
Levels IV or V, however, until the first day of the month immediately following
the date of delivery of the Borrower's compliance certificate for the fiscal
quarter ending January 31, 2002.  The Applicable Margin shall be adjusted as of
the first day of the month following the Agent's receipt of the financial
statements required to be delivered to the Agent under (S)(S) 6.1(a) or 6.1(b),
as applicable, and 6.1(e) of this Agreement.

                                       3
<PAGE>

     "Authorized Representative" shall mean each Person designated from time to
      -------------------------
time, as appropriate, in a Written Notice by each Borrower to the Agent 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 Agent.

     "Available Cash" shall mean, at any time of calculation, (a) from the
      --------------
Closing Date through six months after the Closing Date, the sum of (i) 100% of
the cash on hand of the Parent and its wholly owned Subsidiaries, plus (ii) that
percentage of the cash on hand of any non-wholly owned Subsidiaries of the
Parent which is equal to the Parent's direct or indirect ownership percentage in
such Subsidiary, and (b) from and after six months after the Closing Date, the
lesser of the amounts determined in accordance with clause (a) of this
definition or $10,000,000.

     "Bankruptcy Code" shall mean, as applicable, (i) Title 11 of the United
      ---------------
States Code entitled "Bankruptcy," as now or hereafter in effect, or any
successor thereto; or (ii) with respect to any Credit Party organized under the
laws of England or Wales, the Insolvency Act of 1986 and all rules, regulations,
orders, statutory instruments and subordinate legislation pursuant thereto or
made thereunder; or (iii) any other similar Applicable Laws relating to any
Borrower.

     "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 Multicurrency Advance.

     "Board" shall mean the Board of Governors of the Federal Reserve System or
      -----
any successor agency or entity performing substantially the same functions.

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

     "Borrower(s)" shall mean individually and collectively, the Domestic
      -----------
Borrower and the Foreign Borrowers.

     "Borrowing Limit(s)" shall mean individually and collectively the European
      ------------------
Borrowing Limit and the UK Borrowing Limit.

     "Business Day" shall mean (a) for those portions of the Revolving Loans
      ------------
constituting Base Rate Advances, any day other than a Saturday, Sunday or other
day on which banks in Boston, Massachusetts or in the jurisdiction of the
applicable Fronting Bank are authorized or

                                       4
<PAGE>

required to close; (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 and the applicable Optional Currency in the relevant
Eurocurrency Interbank Market; and (c) for those portions of the Revolving Loans
to be made in Optional Currency, a day on which dealings in the relevant
Optional Currency can be carried on in the principal financial center of the
country in which such currency is legal tender.

     "CAN Lender" means BNP Paribas (Canada).
      ----------

     "CAN Lender Debt" shall mean and include all Indebtedness owing at any time
      ---------------
by NORDX/CDT or any of its Subsidiaries to the CAN 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, or in respect
of the letters of credit issued for the account of NORDX/CDT or its
Subsidiaries), arising under or in connection with the CAN Loan Agreement or any
of the other loan documents executed in connection therewith, 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 the CAN Loan Agreement, whether or not such interest is an allowable
claim in a proceeding under Canadian Insolvency Laws, or otherwise, involving
NORDX/CDT or any of its Subsidiaries.

     "CAN Lender Letter of Credit" shall mean a Letter of Credit to be issued
      ---------------------------
hereunder at the request and for the account of the Parent and the Domestic
Borrower for the benefit of the CAN Lender in an amount equal to the commitment
of the CAN Lender under the CAN Loan Agreement to make loans and to issue
letters of credit for the account of NORDX/CDT.  The initial amount of the CAN
Letter of Credit shall be in the sum of $65,000,000.  The CAN Letter of Credit
may be reduced but in no event may be increased without the consent of all of
the Lenders.

     "CAN Loan Agreement" shall mean the Credit Agreement of even date herewith
      ------------------
between NORDX/CDT and BNP Paribas (Canada), as the same may be modified,
amended, supplemented or restated from time to time.

     "Canadian Insolvency Laws" means the Bankruptcy and Insolvency Act
      ------------------------
(Canada), the Companies' Creditors Arrangement Act (Canada) 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 Expenditures" shall mean, for any fiscal period of any Person, all
      --------------------
expenditures made or costs incurred (whether made in the form of cash or other
property, including, without limitation, expenditures made by exchanging or
trading in property, and including deposits) for the acquisition, maintenance or
repair of fixed or capital assets of such Person (to the extent

                                       5
<PAGE>

same are capitalized on the balance sheet of such Person), including, without
limitation (but without duplication), the incurrence or assumption of any
Indebtedness (other than Capitalized Lease Obligations) in respect of such fixed
or capital asset, and any payment made in respect of such incurrence or
assumption. The term "Capital Expenditures" shall exclude all Capitalized Lease
Obligations.

     "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.

     "capital stock" when used with respect to a UK Borrower or any body
      -------------
corporate formed or regulated under the laws of England or Wales, shall be
deemed to include the issued share capital of such body corporate.

     "Cash Interest Expense" of a Person, for each of the most recent four
      ---------------------
consecutive fiscal quarter period, shall mean the aggregate amount of cash
required to be applied to Interest Expense by such Person during such period
less the amount of interest income actually received in cash by such Person
----
during such period (other than interest income relating to intercompany
Indebtedness which would be eliminated in a consolidated income statement of the
Parent and its Subsidiaries), determined in accordance with GAAP.

     "CDT International" shall mean CDT International Holdings, Inc., a Delaware
      -----------------
corporation, which is a Subsidiary of the US Borrower.

     "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.

     "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
the Comptroller of the Currency, the Board or any other 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.

                                       6
<PAGE>

     "Claims" shall have the meaning set forth in (S)12.22 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 all the
Lenders.

     "Code" shall mean, at any date, as applicable, (a) the Internal Revenue
      ----
Code of 1986, as the same shall be in effect at such date, and the regulations
promulgated thereunder; or (b) any other similar Applicable Law relating to any
Borrower.

     "Commitment" shall mean, with respect to each Lender, the aggregate
      ----------
commitment of such Lender hereunder in the amounts set forth opposite its name
on Schedule 1-a hereto, as such amounts may be reduced from time to time
pursuant to the provisions of (S)(S) 2.7 and 11.1 hereof.

     "Commitment Percentages" shall mean, with respect to each Lender, that
      ----------------------
percentage of the Total Commitments hereunder in the percentage set forth
opposite its name on Schedule 1-a hereto.

     "Confidential Information" shall have the meaning set forth in (S) 12.20
      ------------------------
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 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

                                       7
<PAGE>

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.

     "Controlled Foreign Corporation" or "CFC" shall mean a controlled foreign
      ------------------------------      ---
corporation within the meaning of Sections 953(c) and 957 of the Code.

     "Convertible Debt" means unsecured convertible debentures issued by the
      ----------------
Parent on terms reasonably acceptable to the Agent and the Majority Lenders.

     "Credit Parties" shall mean and include each Borrower, the Parent, 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.

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

     "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 Agent in the absence of manifest error) of Dollars which
could be purchased by the Agent (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.

     "Domestic Borrower" shall mean Cable Design Technologies Inc., a Washington
      -----------------
corporation.

     "Domestic Subsidiaries" shall mean Nordx/CDT Corp.,CDT International,
      ---------------------
Nordx/CDT-IP Corp., X-Mark/CDT Inc., Dearborn/CDT, Inc., Hamilton USA, Inc.,
Network Essentials, Inc., Thermax/CDT, Inc., Barcel/CDT, Inc., A.W. Industries,
Inc., Tennecast/CDT, Inc., 190 Corporation, Inc., 190 Partnership, L.P., and any
other Subsidiary of the Parent or the Domestic Borrower formed from time to time
which is not a Controlled Foreign Corporation.

     "EBITDA" of any Person, for any period, shall mean, consolidated pre-tax
      ------
income from continuing operations of the Person and its Subsidiaries as
determined in accordance with GAAP for such period, plus Interest Expense for
such period, plus the amount of non-cash charges (to the extent actually
deducted from consolidated pre-tax income), including, without limitation, non-
cash charges for depreciation and amortization, and non-cash charges for
management compensation, of the Person and its Subsidiaries on a consolidated
basis for such period.

     "EMU" means the third stage of the economic and monetary union formed
      ---
pursuant to the EU Treaties.

                                       8
<PAGE>

     "Employee Plan" shall mean an "employee benefit plan" as defined in Section
      -------------
3(3) of ERISA, other than a Multiemployer Plan, which is maintained for, or
contributions are made on behalf of, employees of any Credit Party or any ERISA
Affiliate.

     "Environmental Law" shall mean applicable provisions of the Comprehensive
      -----------------
Environmental Response, Compensation and Liability Act of 1980, as amended, the
Resource Conservation and Recovery Act of 1976, as amended, any "Superfund" law,
the Hazardous Materials Transportation Act, as amended, the Occupational Safety
and Health Act, as amended, Environmental Protection Act of 1990 (England), the
Environmental Act 1995 (England), the Water Resource Act 1991 (England)  and all
rules, regulations, orders, statutory instruments and subordinate legislation
pursuant thereto or made thereunder, 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.

     "ERISA" shall mean, at any date, the Employee Retirement Income Security
      -----
Act of 1974 and the regulations promulgated and rulings issued thereunder, all
as the same shall be in effect at such date.

     "ERISA Affiliate" shall mean any Person that for purposes of Title I and
      ---------------
Title IV of ERISA and Section 412 of the Code is a member of any Credit Party's
controlled group, or under common control with any Credit Party or is a member
of any Credit Party's affiliated service group, within the meaning of Section
414(b), (c) and (m) of the Code and the regulations promulgated and rulings
issued thereunder.

     "EU Treaties" means the Treaty establishing the European Economic
      -----------
Community, as amended by the Treaty on the European Union (the Maastricht
Treaty).

     "Euro" means the currency introduced during the third stage of EMU.
      ----

     "Eurocurrency Interbank Market" means any lawful recognized market in which
      -----------------------------
deposits of Dollars and the relevant Optional Currencies are offered by
international banking units of United States banking institutions and by foreign
banking institutions to each other and in which foreign currency and exchange
operations are customarily conducted.

     "European Borrowers" shall mean the Persons listed on Schedule 1-c hereto
      -----------------
and any other Person (a) for which the Parent furnishes a written request to the
Administrative Agent for such Person to become an additional European Borrower,
(b) which the Administrative Agent in its reasonable discretion approves as a
European Borrower, and (c) which executes and delivers such documentation as the
Administrative Agent may reasonably request to become a party to this Agreement
and the other Loan Documents.

                                       9
<PAGE>

     "European Borrowing Limit" means $50,000,000 or the Dollar Equivalent
      ------------------------
thereof in the applicable Optional Currency (subject to reduction as provided in
(S)2.7(b) hereof).

     "European Fronting Bank" means Fleet Bank (Europe) Limited.
      ----------------------

     "European Lender Debt" shall mean and include all European Revolving Loans
      --------------------
and all other Indebtedness owing at any time by the European Borrowers or any of
their Subsidiaries to the Agent or to any one or more of the Lenders, the
European Fronting Bank, or any Issuing 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 the Hedge Agreements, the Letter of
Credit Agreements with respect to the European Borrowers or their Subsidiaries
or in respect of the Letters of Credit issued for the account of the European
Borrowers or their Subsidiaries or owing under any of the other Loan Documents),
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 the Loan Documents, whether or not
such interest is an allowable claim in a bankruptcy proceeding under the
Bankruptcy Code, or otherwise, involving the European Borrowers or any of their
Subsidiaries.

     "European 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 account of the European Borrowers or their Subsidiaries, plus (b)
the aggregate amount of unreimbursed drawings at such time under Letters of
Credit issued for the account of the European Borrowers or their Subsidiaries.

     "European Revolving Loans" means any Revolving Loans made to the European
      ------------------------
Borrowers subject to the limitations set forth in (S)2.2(a)(i) hereof.

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

     "Excluded Claims" shall have the meaning set forth in (S)12.22 hereof.
      ---------------

     "Excluded Taxes" shall mean, with respect to a Lender, (i) all taxes
      --------------
(including franchise taxes) imposed on or determined by reference in whole or in
part to its net income, profits or gains, and (ii) all taxes (except for Other
Taxes as described in (S)2.15) imposed on it by the jurisdiction under the laws
of which such Lender is organized, domiciled, resident or doing business or by
reason of the jurisdiction under the laws in which such Lender has its lending
office or any other office from which such Lender makes or maintains an
extension of credit under this Agreement.

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

                                       10
<PAGE>

     "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 the
Agent on such day on such transactions as determined by the Agent.

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

     "Fixed Charge Ratio" for any Person shall mean, as to any period, the ratio
      ------------------
of (i) the sum of (A) Adjusted EBITDA, minus (B) Capital Expenditures (exclusive
of those Capital Expenditures, in an amount not to exceed $2,500,000 in the
aggregate, made by Kabelovna Decin Podmokly, a.s. within twelve months after the
acquisition thereof by a Credit Party), minus (C) income, franchise and other
taxes paid in cash during such period (net of any tax overpayments made to which
such Person is entitled to receive a refund, whether or not for such period, but
as to which an application for such refund is filed in such period), minus (D)
the amount of interest income actually received in cash by such Person during
such period, to (ii) the sum of (A) Cash Interest Expense plus (B) principal
payments required to be made on account of Indebtedness for Borrowed Money for
such period, in each case determined in accordance with GAAP.

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

     "Foreign Borrower" means, individually and collectively, each of the
      ----------------
European Borrowers and the UK Borrowers.

     "Foreign Letter of Credit Usage" means the European Letter of Credit Usage
      ------------------------------
and the UK Letter of Credit Usage, as applicable.

     "Foreign Revolving Loan" means any Revolving Loan made to any Foreign
      ----------------------
Borrower.

     "Fronting Bank(s)" shall mean individually and collectively, the European
      ----------------
Fronting Bank and the UK Fronting Bank.

     "Fronting Bank Lending Office" shall mean a branch of each Fronting Bank
      ----------------------------
designated by such Fronting Bank.

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

                                       11
<PAGE>

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

     "Governmental Body" shall mean any (a) United States federal, state, or
      -----------------
local governmental authority, or (b) foreign governmental authority and supra-
national regulatory authority, or (c) 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)2.15(a) hereof.
      -----------------

     "Guarantors" shall mean, at any time, (a) with respect to all Lender Debt,
      ----------
(i) the Parent, (ii) the Domestic Borrower, (iii) each of the Domestic
Subsidiaries, and (iv) to the extent no Adverse Consequences arise therefrom,
each CFC (other than any CFC which is loss making, unless the Parent determines
that there is no risk of present or future Adverse Consequences arising
therefrom) (b) with respect to the European Lender Debt only, in addition to the
Persons described in clause (a), above, each of the European Borrowers, each of
the Persons listed on Schedule 1-d hereto, and each of the wholly-owned
Subsidiaries of the European Borrowers (other than CDT Italia s.r.l. and
Industria Technica Cavi s.r.l.), to the extent no Adverse Consequences arise
therefrom, and (c) with respect to the UK Lender Debt only, in addition to the
Persons described in clause (a), above, each of the UK Borrowers,  each of the
Persons listed on Schedule 1-e hereto, and each of the wholly-owned Subsidiaries
of the UK Borrowers incorporated in the United Kingdom.

     "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 the United States or any state 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 a Credit Party,
      ---------------
which is formed solely to hold the capital stock or other equity interests in an
one or more Acquired

                                       12
<PAGE>

Persons and which has no material liabilities of whatever nature (other than
intercompany loans related to the acquisition of the Acquired Person).

     "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 any
Lender or Affiliate of any 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)12.22 hereof.
      -----------------

     "Initial LIBOR Office" shall mean, for any Lender or Fronting Bank, the
      --------------------
branch or Affiliate of such Lender or Fronting Bank designated as the Initial
LIBOR Office of such Lender or Fronting Bank in Schedule 1-a hereto; thereafter,
such other office of such Lender or Fronting Bank, if any, that shall be making
or maintaining LIBOR Rate Advances.

     "Interest Expense" shall mean, with respect to any Person for any period,
      ----------------
the interest expense (whether cash or accretion) of such Person during such
period determined in accordance with GAAP, and shall include in any event,
without limitation, interest expense with respect to Indebtedness for Borrowed
Money and plus or minus payments (other than fees) under Hedge Agreements and
shall exclude interest relating to intercompany indebtedness which would be
eliminated in a consolidated income statement of the Parent and its
Subsidiaries.

     "Interest Payment Date" shall mean, with respect to (a) each Base Rate
      ---------------------
Advance, the first day of each calendar quarter, and (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.

                                       13
<PAGE>

     "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 Agent,
such other periods not exceeding six months), as selected by the Authorized
Representative of a 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 Agent, such other periods not exceeding six
months), as selected by the Authorized Representative of a Borrower;

provided, however, that no Interest Period may be selected for a LIBOR Advance
which expires later than the Maturity Date; and provided, further, that any
Interest Period in respect of a LIBOR 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 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 Lenders" shall mean collectively, Fleet and each Fronting Bank and
      ---------------
such other Lenders as the Borrowers (with the consent of the Agent, not to be
unreasonably withheld) shall designate from time to time.

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

     "Lender Debt" shall mean and include all Revolving Loans and all other
      -----------
Indebtedness owing at any time by the Parent or any of its Subsidiaries
(including, without limitation, each Foreign Borrower and each Guarantor) to the
Agent or any one or more of the Lenders or any Issuing Lender or any Fronting
Bank (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
the Hedge Agreements, the Letter of Credit Agreements with respect to the Parent
or any of its Subsidiaries or in respect of the Letters of Credit issued for the
account of the Parent or any of its Subsidiaries or owing under any of the other
Loan Documents), all of the foregoing to the extent arising under or in
connection with this Agreement, the Revolving Notes, any of the other Loan
Documents or any Guaranty in favor of the Agent or any one or more of the
Lenders or any Issuing Lender or any Fronting Bank, 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,

                                       14
<PAGE>

including, without limitation, post-petition interest, at the applicable rates
provided in the Loan Documents, whether or not such interest is an allowable
claim in a bankruptcy proceeding involving the Parent or any of its
Subsidiaries.

     "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 Lenders for the account of the Borrower pursuant to (S)3.1 hereof
(including, without limitation, the CAN Lender Letter of Credit).  Letters of
Credit shall also include all letters of credit issued under the Prior Agreement
and all bank guarantees issued by Fleet for the account of the UK Borrower, in
each case to the extent outstanding on the Closing Date and listed on Schedule
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 Agent and the applicable 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 all Borrowers (or, as to each Lender, its participating interest thereof
pursuant to (S)3.5(a) hereof), plus (b) the aggregate amount of unreimbursed
drawings at such time under Letters of Credit issued for the benefit of all
Borrowers.

     "Leverage Ratio" for any Person, shall mean, at any time, the ratio
      --------------
obtained by dividing (a)(i)  Adjusted Indebtedness (excluding intercompany
Indebtedness which would be eliminated, in accordance with GAAP, on a
consolidated balance sheet of the Parent and its Subsidiaries) at such time,
less (ii) Available Cash, by (b) Pro Forma EBITDA on a consolidated basis at
such time.

     "LIBOR Advance" shall mean that portion of any Revolving Loan designated to
      -------------
bear interest based upon the Adjusted LIBOR Rate, or the Adjusted Sterling 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

                                       15
<PAGE>

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, pledge, security interest, 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,
reserved title, 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, a Credit
Party 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 such Credit Party which
Indebtedness is deemed to be extinguished under GAAP but for which such Credit
Party remains legally liable, and such trust shall be deemed to be a Lien.

     "Loan Documents" shall mean this Agreement, each Guaranty, the Revolving
      --------------
Notes, each Letter of Credit, each Letter of Credit Agreement, each Borrower's
Certificate, each Hedge Agreement, each instrument, document and agreement
delivered to a Fronting Bank pursuant to (S)2.6(d) hereof, and each other
document or instrument now or hereafter executed and delivered to any of the
Fronting Banks, the Agent or any Lender by any Credit Party or Guarantor
pursuant to or in connection herewith or therewith.

     "Local Time" means the time at the office of the Agent in Boston,
      ----------
Massachusetts or at the head office of the applicable Fronting Bank, as
appropriate.

     "Majority Lenders" shall mean, at any time, Lenders having at least fifty-
      ----------------
one percent (51%) of the sum of (i) the aggregate outstanding principal balance
of the Revolving Loans, (ii) the Letters of Credit (which shall be deemed to be
held by the Lenders in accordance with their Commitment Percentages), and (iii)
the aggregate amount of unutilized Commitments of the Lenders.

     "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 Agent or any Lender to
enforce or collect any of the Lender Debt.

     "Maturity Date" shall mean January 2, 2005.
      -------------

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

                                       16
<PAGE>

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

     "Multicurrency Advances" shall mean any portion of the Revolving Loans
      ----------------------
designated to bear interest based upon the Multicurrency Interest Rate as
provided in (S)2.10 hereof.

     "Multicurrency Interest Rate" shall mean the rate of interest at which
      ---------------------------
deposits in the applicable currency are offered to the applicable Fronting Bank
in the applicable interbank market for the applicable interest period.

     "Multiemployer Plan" shall mean a "multiemployer plan" (as defined in
      ------------------
Section 4001(a)(3) in ERISA) maintained or contributed to for employees of (i)
any Credit Party; or (ii) any ERISA Affiliate.

     "Net Income" shall mean, for any Person, for any fiscal period, the net
      ----------
income (but excluding from this definition any net loss) as determined in
accordance with GAAP.

     "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.

     "Net Worth" shall mean, for any Person, at any time, the total of all
      ---------
assets of such Person and its Subsidiaries on a consolidated basis minus
                                                                   -----
(without duplication of deductions) the total of all liabilities of such Person
and its Subsidiaries, on a consolidated basis,  and plus or minus,  the net
                                                    -------------
foreign currency translation adjustments recorded in the retained earnings of
such Person and its Subsidiaries on a consolidated basis, plus any write downs
                                                          ----
of intangible assets caused by the Parent's adoption of FASB 142, all of the
foregoing as appearing on such Person's consolidated balance sheet prepared in
accordance with GAAP.

     "NORDX/CDT" shall mean NORDX/CDT, Inc., corporation organized under the
      ---------
laws of Canada.

     "OC Notice" has the meaning set forth in (S)2.6 hereof.
      ---------

     "Optional Currency" means Sterling, the Euro, Swedish Krona, and any other
      -----------------
currency other than Dollars which is fully convertible into Dollars and which is
traded on any recognized Eurocurrency Interbank Market selected by the Agent in
good faith.

     "Other Taxes" shall have the meaning set forth in (S)2.15(c) hereof.
      -----------

                                       17
<PAGE>

     "Parent" shall have the meaning set forth in the preamble to this
      ------
Agreement.

     "Participating Member State" means each state described as a "participating
      --------------------------
member state" in the EU Treaties.

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

     "PBGC" shall mean the Pension Benefit Guaranty Corporation, or any
      ----
successor thereof under ERISA.

     "Permitted Acquisitions" shall have the meaning set forth in (S)7.13 hereof
      ----------------------
and shall include, whether or not the provisions of that Section are satisfied,
the acquisitions of up to 100% of Kabelovna Decin Podmokly, a.s. (provided that
the aggregate consideration paid therefor shall not exceed $37,500,000) and of
AW Industries, Inc.

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

     "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.

     "Prior Agreement" shall mean the Credit Agreement dated April 10, 1997
      ---------------
among the Parent, the Domestic Borrower, NORDX/CDT, 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 Agents, as amended and in effect.

     "Pro Forma EBITDA" shall mean, for any period, the Adjusted EBITDA of any
      ----------------
Person,  adjusted to give pro forma effect to any Permitted Acquisitions during
the relevant period as if such Permitted Acquisitions had occurred on the first
day of such period.

     "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.

     "Reportable Event" shall have the meaning set forth in Section 4043(b) of
      ----------------
ERISA, and the regulations thereunder, as to which the PBGC has not by
regulation waived the notice requirement of Section 4043(a) of ERISA.

     "Revolving Loan(s)" shall have the meaning set forth in (S)2.1 hereof.
      -----------------

     "Revolving Note" and "Revolving Notes" shall have the meaning set forth in
      --------------       ---------------
(S)2.8 hereof.

                                       18
<PAGE>

     "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.

     "Sterling" means the lawful currency of The United Kingdom.
      --------

     "Sterling Base Rate" means the annual rate announced by the UK Fronting
      ------------------
Bank from time to time as its reference rate for loans denominated in Sterling.

     "Sterling LIBOR Rate" means for any Interest Period for any LIBOR Advance,
      -------------------
an interest rate per annum, rounded upward, if necessary to the nearest 1/100 of
one percent, (calculated on the basis of actual days elapsed over a 365-day
year) as determined on the basis of the offered rates for Sterling deposits of
amounts and in funds comparable to the principal amount of such LIBOR Advance
requested by the UK Borrowers for which the Sterling LIBOR Rate is being
determined with maturities comparable to the Interest Period for which such
Sterling LIBOR Rate will apply, which appears on Telerate page 3750 as of 11:00
A.M. (London time) on the day that is to be 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 Sterling
LIBOR Rate shall be the average of the rates (rounded upwards as described
above, if necessary) appearing 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) for Sterling deposits of amounts and in funds comparable to the principal
amount of such LIBOR Advance requested by the UK Borrowers for which the
Sterling LIBOR Rate is being determined with maturities comparable to the
Interest Period for which such Sterling LIBOR Rate will apply as of 11:00 A.M.
(London time) on the day that is to be the commencement of such Interest Period.

     "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 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%).

     "Swingline Lender" means Fleet.
      ----------------

     "Swingline Limit" shall mean $10,000,000.
      ---------------

                                       19
<PAGE>

     "Swingline Loan" shall mean a Revolving Credit Loan made by the Swingline
      --------------
Lender to the Domestic Borrower pursuant to Section 2.4 hereof.

     "Tax Credit" shall have the meaning set forth in (S)2.15(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.

     "Total Commitments" shall mean $200,000,000.
      -----------------

     "UCC" shall mean the Uniform Commercial Code (or any successor statute) of
      ---
the Commonwealth of Massachusetts.

     "UK Borrowers" shall mean Noslo, Ltd., Raydex/CDT Ltd., Nordx/CDT Ltd., and
      ------------
Anglo-Amercian Cables Ltd. and any other Person (a) for which the Parent
furnishes a written request to the Administrative Agent for such Person to
become an additional UK Borrower, (b) which the Administrative Agent in its
reasonable discretion approves as a UK Borrower, and (c) which executes and
delivers such documentation as the Administrative Agent may reasonably request
to become a party to this Agreement and the other Loan Documents.

     "UK Borrowing Limit" shall mean $15,000,000 or the Dollar Equivalent
      ------------------
thereof in Sterling (subject to reduction as provided in (S) 2.7(b) hereof).

     "UK Dollar Base Rate" shall mean a fluctuating interest rate per annum
      -------------------
(calculated on the basis of actual days elapsed over a 360 day year) 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 UK Fronting Bank from time to
time as its reference rate then in effect for determining interest rates for
commercial loans denominated in Dollars made by the UK Fronting Bank in The
United Kingdom, such rate to change when and as such announced rate changes

     "UK Fronting Bank" shall mean Fleet or a branch or an Affiliate of Fleet.
      ----------------

     "UK Lender Debt" shall mean and include all UK Revolving Loans and all
      --------------
other Indebtedness owing at any time by the UK Borrowers or any of their
Subsidiaries to the Agent or to any one or more of the Lenders, the UK Fronting
Bank, or any Issuing 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 the Hedge Agreements, the Letter of Credit Agreements with
respect to the UK Borrowers or their Subsidiaries or in respect of the Letters
of Credit issued for the account of the UK Borrowers or their Subsidiaries or
owing under any of the other Loan Documents), 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 the Loan Documents, whether or not such interest is an allowable
claim in a bankruptcy proceeding under the Bankruptcy Code, or otherwise,
involving the UK Borrowers or any of their Subsidiaries.

                                       20
<PAGE>

Notwithstanding anything contained herein, UK Lender Debt shall not include any
Lender Debt owed by the European Borrowers or their Subsidiaries.

     "UK 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
account of the UK Borrowers or their Subsidiaries, plus (b) the aggregate amount
of unreimbursed drawings at such time under Letters of Credit issued for the
account of the UK Borrowers or their Subsidiaries. Notwithstanding anything
contained herein, UK Letter of Credit Usage shall not include any Letter of
Credit Usage by the European Borrowers or their Subsidiaries.

     "UK Qualifying Lender" means either (a) a Lender which on the date of any
      --------------------
payment is within the charge to UK corporation tax in respect of the payment and
is a Lender in respect of a Loan made under this Agreement by a Person who was a
bank for the purposes of Section 349 of the UK Income and Corporation Taxes Act
1988 at the time the Loan was made, or (ii) a Lender who is entitled under a
double taxation agreement in force on the date the payment is made to receive
payment without deduction of tax and has applied for and received relevant
certification and authorization from the relevant tax authorities to enable it
to receive such payments without deduction of tax, or (iii) a Lender which
(provided that no relevant direction under Section 349C of the UK Income and
Corporation Taxes Act 1988 has been made) is a company resident in the United
Kingdom beneficially entitled to payments to it under this Agreement (and if a
member of a partnership provided that each member of such partnership is a UK
resident company), or (iv) a Lender which is a company not resident in the
United Kingdom but which carries on a trade through a branch or agency in the
United Kingdom and is beneficially entitled to payments hereunder which it is
required to bring into account in computing its profits chargeable to UK
corporation tax.

     "UK Revolving Loans" means any Revolving Loans made to the UK Borrowers
      ------------------
subject to the limitations set forth in (S)2.2(a)(ii) hereof.

     "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 Uniform Commercial Code. Each term defined in the UCC
     --------------------------------------------
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 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.

                                       21
<PAGE>

          (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 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 any other similar
applicable board (or successors thereto or agencies with similar functions), no
Credit Party shall 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 Majority Lenders.

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 a Borrower and its Subsidiaries shall mean such 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.

                                       22
<PAGE>

          (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
a Default, an Event of Default, and/or a judgment, if any, until payment
thereof, and interest will accrue on overdue interest, if any.

     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, each of the Lenders, severally, agrees to lend to the
Borrowers and the Borrowers may borrow, repay and reborrow upon notice by any
Borrower to the Agent or a Fronting Bank given in accordance with (S)2.5, such
sums in Dollars and/or at the Borrowers' option from time to time subject to
(S)2.6 hereof, in an Optional Currency, as are requested by an Authorized
Representative of a Borrower up to a maximum principal amount outstanding (after
giving effect to all amounts requested) at any one time equal to such Lender's
Commitment (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 Total Commitments. The Revolving Loans shall be made pro rata in
accordance with each Lender's Commitment Percentage. Each request for a
Revolving Loan hereunder shall constitute a representation and warranty by the
Borrowers 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. Borrowing Limits. (a) The aggregate unpaid principal amount of the
     ----------------
Revolving Loans outstanding at any time shall not exceed an amount equal to the
Total Commitments minus the Letter of Credit Usage at such time (after giving
effect to any concurrent reimbursement of a Letter of Credit with the proceeds
of a Revolving Loan pursuant to (S)3.2 hereof); provided that

          (i)  The aggregate unpaid principal amount of the Revolving Loans made
to the European Borrowers outstanding at any time shall not exceed an amount
equal to the European Borrowing Limit minus the European Letter of Credit Usage
at such time (after giving effect to any concurrent reimbursement of a European
Letter of Credit with the proceeds of a Revolving Loan pursuant to (S)3.2
hereof); and

                                       23
<PAGE>

         (ii) The aggregate unpaid principal amount of the Revolving Loans made
to the UK Borrowers outstanding at any time shall not exceed an amount equal to
the UK Borrowing Limit minus the UK Letter of Credit Usage at such time (after
giving effect to any concurrent reimbursement of a UK Letter of Credit with the
proceeds of a Revolving Loan pursuant to (S)3.2 hereof).

     (b) Subject to the limitations hereof, the Borrowers may borrow, repay
(without premium or penalty) and reborrow the Revolving Loans.  No Lender shall
have any obligation to make its Commitment Percentage of any Revolving Loan
which shall result in such Lender's Commitment Percentage of all Revolving Loans
at such time plus such Lender's Commitment Percentage of the Letter of Credit
Usage  at such time being in the aggregate in excess of such Lender's Commitment
(as such amount may be reduced from time to time in accordance with the terms
hereof).

     (c) The Commitment of each Lender shall be reduced upon each reduction of
the Total Commitments.  The amount of the reduction for each Lender shall be
equal to such  Lender's Commitment Percentage of the reduction in the Total
Commitments.

2.3. Minimum Advances. Subject to any limitations contained herein with respect
     ----------------
to the minimum amount of any LIBOR Loan, each Revolving Loan shall be in an
amount equal to $500,000 (the "Minimum Loan Amount") or an integral multiple of
$100,000 in excess thereof (or the equivalent thereof if made in an Optional
Currency). 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 a 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 applicable Borrower for the drawing made under the Letter of
Credit for which such Revolving Loan is deemed requested.

2.4. Swingline Loans.

          (a)  The Swingline Lender is authorized by the Lenders, but is not
obligated, to make Swingline Loans to the Domestic Borrower up to the Swingline
Limit in the aggregate outstanding at any time, consisting only of Revolving
Loans (consisting of Base Rate Advances) upon the Domestic Borrower's furnishing
a Borrowers' Certificate to the Swingline Lender (which notice, at the Swingline
Lender's discretion, may be submitted prior to 1:00 p.m., Local Time, on the
Business Day on which such Swingline Loan is requested), provided that the sum
of the outstanding amount of all Revolving Loans (including Swingline Loans,
after giving effect to all amounts requested) and Letter of Credit Usage then
outstanding shall not at any time exceed the Total Commitments.

                                       24
<PAGE>

          (b)  The Swingline Lender may (but shall not be obligated to), at any
time, on behalf of the Domestic Borrower (which hereby authorizes the Swingline
Lender to act in its behalf in that regard) request the Agent to cause the
Lenders to make a Revolving Loan (which shall be a Base Rate Advance) in an
amount equal to such Lender's Commitment Percentage of the outstanding amount of
Swingline Loans made in accordance with Section 2.4(a) hereof, which request may
be made only if the conditions set forth in Sections 8 or 9 have been satisfied.
Upon such request, each Lender shall make available to the Agent the proceeds of
such Revolving Loan for the account of the Swingline Lender. If the Swingline
Lender requires a Revolving Loan to be made by the Lenders and the request
therefor is received prior to 12:00 Noon, Boston time, on a Business Day, such
transfers shall be made in immediately available funds no later than 3:00 p.m.,
Boston time, that day; and, if the request therefor is received after 12:00
Noon, Boston time, then no later than 3:00 p.m., Boston time, on the next
Business Day. The obligation of each Lender to transfer such funds is
irrevocable, unconditional and without recourse to or warranty by the Agent or
the Swingline Lender. If and to the extent any Lender shall not have so made its
transfer to the Agent, such Lender agrees to pay to the Agent, forthwith on
demand such amount, together with interest thereon, for each day from such date
until the date such amount is paid to the Agent at the Federal Funds Rate.

2.5. Notice of Borrowing; Borrower's Certificate.

                                       25
<PAGE>

          (a)  Except as provided in (S)2.4 and (S)3.2 hereof, whenever a
Borrower desires to make a borrowing of a Revolving Loan, the Authorized
Representative of such Borrower shall give the Agent and the applicable Fronting
Bank, 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 "Borrowers' 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 subject to (S)2.6 hereof, in an Optional
Currency), whether such borrowing shall be a Base Rate Advance, a LIBOR Advance,
a Multicurrency Advance or a combinatio n thereof, and in the case of the
selection of a LIBOR Advance, the proposed Interest Period therefor, provided
                                                                     --------
that any Borrowers' Certificate requesting a Multicurrency Advance must comply
----
with the requirements of this (S)2.5 and the requirements of an OC Notice
pursuant to (S)2.6. If such notice shall be with respect to a borrowing of a
LIBOR 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 Borrowers shall fail to state in any such notice whether such Loan shall
be a Base Rate Advance, a LIBOR Advance, or a Multicurrency Advance, or (y) the
Borrowers shall be deemed to have made a borrowing of a Revolving Loan pursuant
to (S)3.2 hereof, then the Borrowers (other than the European Borrowers who may
select only Multicurrency Advances) shall be deemed to have selected a Base Rate
Advance. Subject to the other provisions of this Agreement, Base Rate Advances,
LIBOR Advances, and Multicurrency 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 Borrowers only for (i) Revolving Loans of
$1,000,000 or any integral multiple of $250,000 in excess of $1,000,000 (or the
Dollar Equivalent thereof if made in an Optional Currency) 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 may be outstanding at any one time. The Agent shall promptly give each
Lender telephonic notice (confirmed promptly in writing) of the proposed
Revolving Loan, of such Lender's pro rata share thereof, and of the other
matters covered by the Borrowers' Certificate.

          (b)  The Borrowers shall not be permitted to select a borrowing of a
LIBOR Advance in any Borrower's Certificate (x) to the extent such selection
would be prohibited by (S)2.18 or 2.19 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.

                                       26
<PAGE>

          (c)  Subject to the provisions of (S)2.6(c) hereof, each Lender shall
make available to the Agent such Lender's pro rata portion of the Revolving Loan
to be made on the date specified in the Borrower's Certificate (which for
purposes of Revolving Loans made pursuant to Section 2 hereof shall be deemed to
be the Business Day after the Business Day of receipt of the Written Notice or
telephonic notice by the Agent to each Lender of such borrowing) or on the date
specified in (S)3.2 hereof, as applicable, no later than 11:00 a.m. (Local Time)
on such specified date, in Dollars in immediately available funds, at the
offices of the Agent set forth below or such other office as the Agent may from
time to time direct in writing in advance (each, a "Payment Office") for the
account of such office of the Agent. The portion of each Revolving Loan to be
funded by each Lender shall be an amount equal to (x) the dollar amount of the
Revolving Loan requested under the applicable Borrower's Certificate or deemed
requested by the Written Notice and Borrower under (S)3.2 hereof, multiplied by
(y) the Commitment Percentage of such Lender.

          (d)  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), subject to satisfaction of all applicable conditions precedent,
proceeds of each Revolving Loan shall be made available to the Borrowers by the
Agent or the Fronting Bank at the Payment Office or the offices of the Fronting
Bank (or otherwise as the Borrowers may from time to time specify in writing to
the Agent or the applicable Fronting Bank).

2.6. Optional Currencies.

          (a)  Request for Optional Currency. Subject to the limitations set
               -----------------------------
forth in (S)2.1 and (S)2.2, the Foreign Borrowers may, upon at least three (3)
Business Days' notice to the Agent and the applicable Fronting Bank (an "OC
Notice"), request that one or more Revolving Loans be made in an Optional
Currency, provided that (i) the European Borrowers may borrow under this (S)2.6
in Euros and other Optional Currencies approved by the Agent only, and (ii) the
UK Borrowers may borrow under this (S)2.6 in Sterling and other Optional
Currencies approved by the Agent only. Each OC Notice requesting an Revolving
Credit Loan in an Optional Currency shall be made in the same manner and contain
the same information required in a Borrowers' Certificate. Subject to the
foregoing and to the satisfaction of the terms and conditions of (S)8 and (S)9,
each Revolving Loan requested to be made in an Optional Currency will be made on
the date specified therefor in the OC Notice, in the currency requested in the
OC Notice and, upon being so made, will have the Interest Period requested in
the OC Notice.

          (b)  Multiple Denominations. In the event that any portion of the
               ----------------------
funds to be advanced under the terms of this Agreement is denominated in one or
more Optional Currencies, the Dollar Equivalent of such portion of the funds
shall be calculated pursuant to the definition of "Dollar Equivalent". The
amount so determined shall then be added to the amount already outstanding in
Dollars for the purpose of determining the remaining availability of funds under
(S)(S)2.1 and 2.2 hereof and any required repayments hereunder.

                                       27
<PAGE>

          (c) Funding. Each Lender designates the Fronting Banks as their agent
              -------
to make any Multicurrency Advances denominated in an Optional Currency; provided
                                                                        --------
that in such event the obligation of the Borrowers to repay such Multicurrency
Advance shall nevertheless be to such Lender and shall, for all purposes of this
Agreement (including without limitation for purposes of the definition of the
term "Majority Banks") be deemed made by such Lender.

          (d) Documentation. Each Borrower shall execute such instruments,
              -------------
documents, and agreements as the applicable Fronting Bank may request in
connection with any such Multicurrency Advances and the Borrowers' obligations
with respect thereto.

2.7. Termination and Reduction of Revolving Credit Facility Commitments. (a) On
the Maturity Date, the Commitments 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 Agent equal to the undrawn amount under all outstanding
Letters of Credit provided to the Issuing Lenders) and any unreimbursed drawings
under such Letters of Credit shall be paid in full.

          (b) The Domestic Borrower shall have the right at any time and from
time to time upon one (1) Business Day's prior written notice to the Agent 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 Total
Commitments, whereupon the Total Commitments of the Lenders shall be reduced pro
rata or, as the case may be, terminated. Any reduction of the Total Commitments
shall also reduce each Borrowing Limit pro rata such that each such Borrowing
Limit shall constitute the same percentage of the Total Commitments as they
constitute on the Closing Date. In addition, each Foreign Borrower shall have
the right at any time and from time to time upon one (1) Business Day's prior
written notice to the Agent 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 such Foreign Borrower's Borrowing Limit, whereupon the
Borrowing Limit of such Foreign Borrower shall be reduced or, as the case may
be, terminated. Any such reduction of a Borrowing Limit shall not reduce the
Total Commitments unless the Domestic Borrower so requests. Upon the effective
date of any such reduction or termination, the Borrower shall pay to the Agent
for the respective accounts of the Lenders, the full amount of any Facility Fee
then accrued with respect to the reduced amount. No reduction or termination of
the Total Commitments or a Borrowing Limit may be reinstated.

                                       28
<PAGE>

2.8. Revolving Notes. (a) The pro rata portion of the Revolving Loans made by
     ---------------
each Lender to the Borrowers shall be evidenced by, and repayable with interest
in accordance with the terms of, a promissory note issued by the Borrowers, in
each case payable to the order of such Lender, and in the maximum principal
amount of such Lender's Commitment, in the form of Exhibit 2.8 hereto (together
with any replacement, modification, renewal or substitution thereof,
individually, respectively, a "Revolving Note" and collectively, respectively,
the "Revolving Notes"). Each Revolving Note shall provide that the liability of
a Foreign Borrower thereunder shall be limited to the amount of Lender Debt
incurred by such Foreign Borrower. Each Revolving Note shall be dated the
Closing Date and be duly completed, executed and delivered by the Borrowers.

          (b) Each Lender shall endorse that portion of the amount of each
Revolving Loan which it has made to the Borrowers and the amount of each payment
or prepayment of principal thereon in the appropriate space on the grid sheet
attached to its Revolving Note (or so note the same in its records); provided,
however, that the failure of any Lender to make any such endorsement or
recordation shall not in any manner affect the obligation of the Borrowers to
repay to such Lender the portion of the Revolving Loan advanced by such Lender
under the Revolving Note held by such Lender. Any such endorsement or
recordation shall represent conclusive evidence of the date and amount of such
Lender's pro rata share of any Revolving Loan or payment or prepayment of
principal thereon, absent manifest error.

          (c) Each of the Revolving Notes shall mature on the Maturity Date (or
earlier as hereinafter provided), and shall be subject to payment and prepayment
as provided herein.

          (d) Upon receipt of an affidavit of an officer of a Lender as to the
loss, theft, destruction or mutilation of the Revolving Note, the Borrowers will
issue in lieu thereof a replacement Revolving Note in the same principal amount
thereof and of like tenor.

2.9. Facility Fee; Fronting Fee.

          (a)  Each Borrower shall pay to the Agent for the pro rata account of
the Lenders 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 Total Commitments, 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
Commitments). 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 Total Commitments.

                                       29
<PAGE>

          (b)   Each Foreign Borrower shall pay to the applicable Fronting Bank
a fronting fee (the "Fronting Fee") which shall accrue from and after the
Closing Date until the date of the expiration, termination or cancellation of
the Total Commitments, 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 Commitments).
The Fronting Fee shall be in an amount equal to 0.125% per annum multiplied by
the average daily amount during the immediately preceding quarter, or portion
thereof, of the sum of the Foreign Revolving Loans and Letter of Credit Usage by
the applicable Foreign Borrower during such period.

2.10. Interest.

          (a)   Establishment of Rates. The Revolving Loans shall bear interest
                -----------------------
as follows:

          (i)   UK Revolving Loans (A) made in Sterling, shall bear interest
based upon the Sterling Base Rate or the Sterling LIBOR Rate and shall be
payable in Sterling, or (B) made in US Dollars, shall bear interest based upon
the UK Dollar Base Rate or the LIBOR Rate and shall be payable in US Dollars, in
each case as selected by the UK Borrowers in accordance with the provisions of
(S)(S)2.5 and 2.6 hereof.

          (ii)  European Revolving Loans shall bear interest at the
Multicurrency Interest Rate and shall be paid in the Optional Currency in which
the underlying Revolving Loan was made.

          (iii) All other Revolving Loans 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 Domestic Borrower in accordance with the provisions of (S)2.5
hereof, provided that Swingline Loans to the Domestic Borrower may bear interest
only at the Base Rate.

          (b)   Interest on LIBOR Advances.  The Borrowers shall pay interest
                --------------------------
on all LIBOR Advances at the aggregate of the Adjusted LIBOR Rate, or the
Adjusted Sterling LIBOR Rate, as applicable, for the Interest Period in effect,
plus the Applicable Margin for LIBOR Advances. Each 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, (iv) at maturity of each such LIBOR Advance,
and (v) after maturity of such LIBOR Advance (whether by acceleration or
otherwise) upon demand.

                                       30
<PAGE>

          (c)  Interest on Base Rate Advances. The Borrowers shall pay interest
               ------------------------------
on all Base Rate Advances at the aggregate of the Base Rate, the UK Dollar Base
Rate, or the Sterling 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 and at maturity (whether by
acceleration or otherwise) and thereafter on demand.

          (d)  Interest on Multicurrency Advances. The UK Borrowers and European
               ----------------------------------
Borrowers shall pay interest on all Multicurrency Advances at the aggregate of
the Multicurrency Interest Rate in effect from time to time, plus the Applicable
Margin for Multicurrency Advances. Interest on Multicurrency Advances shall be
payable to the applicable Fronting Bank for the account of the Lenders quarterly
in arrears on the first day of each February, May, August and November of each
calendar year commencing February 1, 2002 (or if a LIBOR Advance, at the times
set forth in subsection 2.10(b)) and at maturity (whether by acceleration or
otherwise) and thereafter on demand.

          (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 Agent, upon determining the LIBOR
               ------------------------
Rate, the Adjusted LIBOR Rate, the Sterling LIBOR Rate, and the Adjusted
Sterling LIBOR Rate for any Interest Period, shall promptly notify by telephone
(confirmed promptly in writing) or in writing the Borrowers and the Lenders of
such rates. Such determination shall, in the absence of manifest error, be
conclusive and binding upon the Borrowers and the Lenders.

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

                                       31
<PAGE>

          (h) Computation of Interest. Interest on the Revolving Loans and fees
              -----------------------
and other 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
(other than Sterling LIBOR Advances), UK Dollar Base Rate Advances, fees (except
as provided in (z) below) and other amounts calculated on a per annum basis, (y)
365-day (or, if applicable, 366-day) year for Base Rate Advances (other than UK
Dollar Base Rate Advances), and (z) 365-day year for Sterling LIBOR Advances.
Any rate of interest on the Revolving Loans which is computed on the basis of
the Base Rate, UK Dollar Base Rate, or the Sterling Base Rate shall change when
and as the Base Rate, the UK Dollar Base Rate, or the Sterling 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.

2.11.  Conversion of Borrowings; Renewals. (a) Unless otherwise prohibited under
       ----------------------------------
(S)2.18 or (S)2.19 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 the Dollar equivalent thereof), or (ii) all or a portion of its outstanding
LIBOR Advances to one or more Base Rate 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 the Dollar Equivalent thereof); provided, however, that
the Borrower shall not be entitled to convert any Base Rate Advance, or portion
thereof, to a LIBOR Advance, or any LIBOR Advance, or portion thereof, to a Base
Rate 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 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)2.18 or (S)2.19 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 Agent and the applicable Fronting Bank (which shall
promptly notify each Lender thereof in writing or by telephone confirmed
promptly in writing) from the Borrowers. 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, the duration of the Interest Period for such LIBOR Advance.
Notwithstanding the above, the Borrower shall not be permitted to convert any
Revolving Loan, or portion thereof, to a LIBOR Advance if a Default or Event of
Default shall have occurred and be continuing. Except as provided in (S)2.18 or
(S)2.19, any conversion of a LIBOR 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.

          (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

                                       32
<PAGE>

or the Dollar Equivalent thereof) shall be made on notice to the Agent and the
applicable Fronting Bank (which shall promptly notify each Lender thereof in
writing or by telephone confirmed promptly in writing) 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. Each notice (which notice
shall be irrevocable) by the Borrowers of the renewal of a LIBOR Advance or
portion thereof, shall be in writing or by telephone form an Authorized
Representative of the Borrowers confirmed promptly in writing and shall specify
(i) the amount of such renewal of the LIBOR Advance or portion thereof and (ii)
the duration of the Interest Period for such renewal; provided, however, that if
the Borrowers fail to select the duration of any Interest Period for the renewal
of such LIBOR Advance or portion thereof, the duration of such Interest Period
shall be one month. Notwithstanding the above, the Borrowers shall not be
entitled to renew a LIBOR 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)2.18 or 2.19
hereof.

          (c) Any LIBOR Advance or portion thereof as to which the Agent or the
applicable Fronting Bank 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 shall
(whether or not any Default or Event of Default has occurred) automatically be
converted to a Base Rate Advance on the last day of the Interest Period for such
LIBOR Advance or, with respect to Revolving Loans in Optional Currency, repaid
on the last of such Interest Period.

2.12.  Mandatory Payments.

          (a)  If at any time 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 Total Commitments at such time, the Borrowers 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 Agent 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.

                                       33
<PAGE>

          (b) If (i) at the end of any calendar month, the Dollar Equivalent of
the sum of the then aggregate outstanding principal amount of any Foreign
Revolving Loan to a Foreign Borrower plus the Foreign Letter of Credit Usage of
such Foreign Borrower at such time shall exceed the Borrowing Limit of such
Foreign Borrower 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 any Foreign Revolving Loan to
a Foreign Borrower plus the Foreign Letter of Credit Usage of such Foreign
Borrower at such time shall exceed the Borrowing Limit of such Foreign Borrower
at such time by more than $100,000 (whether a result of fluctuations in
conversion rates or otherwise), the Borrowers 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 applicable Foreign Revolving Loan is paid in full and, to
the extent then necessary to eliminate any remaining excess after payment in
full of the applicable Foreign Revolving Loan, by providing cash collateral
satisfactory to the Agent in an amount equal to the remaining excess for any
outstanding Foreign Letters of Credit issued pursuant to (S)3.1 hereof for the
account of such Foreign Borrower, 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 for the account of such Foreign Borrower.

          (c)  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)2.20 hereto.

                                       34
<PAGE>

          (d)  Notwithstanding anything contained in this (S)2.12, the Agent
shall not, to the extent requested in writing by the Borrowers, apply any
mandatory prepayment under such section to any portion of the Revolving Loan
which constitutes a LIBOR 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 as
aforesaid, such remaining portion of such mandatory prepayment shall be invested
and reinvested by and in the name of the Agent 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 Agent and the Borrowers. All interest earned on
such investments shall be for the account and risk of the Borrowers. Interest
earned on any portion of principal applied to a LIBOR 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 Agent, turned over to the Borrowers promptly
following application of such principal to such LIBOR Advance. As collateral
security for the Lender Debt, the Borrower hereby grants to the Agent 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 Agent make any such
investments, each Borrower hereby authorizes the Agent 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 Agent with respect to Revolving Loans constituting LIBOR
Advances and not less than one Business Day's prior Written Notice to the Agent
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)2.20 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 the Dollar Equivalent 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 Borrowers pay any fees, premiums, charges or costs provided for under
(S)2.20 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)2.20 hereof.
The Agent shall, promptly after receipt of any notice of prepayment of any
Revolving Loan as provided in this (S)2.13, notify each Lender in writing or by
telephone confirmed promptly in writing of the Borrowers' intention so to prepay
all or part of such Loan.

                                       35
<PAGE>

2.14.  Agent's Availability Assumption.  (a) Subject to the provisions of
       -------------------------------
(S)2.14(b) hereof, unless the Agent or a Fronting Bank, as applicable, shall
have been notified by any Lender by Written Notice prior to a borrowing date
that such Lender does not intend to make available to the Agent or the Fronting
Bank such Lender's pro rata portion of any Revolving Loan which it shall be
obligated to make on such date or, with respect to the Fronting Bank, on the
date required pursuant to (S)12.14(c) hereof, the Agent and the Fronting Bank
may assume that such Lender has made such amount available to the Agent on the
date for such borrowing (or will make such amount available to the Fronting Bank
in accordance with the provisions of (S)12.14(c)) and the Agent and the Fronting
Bank may, in reliance upon such assumption, make available to the Borrowers a
corresponding amount. If such corresponding amount is not in fact made available
to the Agent by such Lender on such date of borrowing, the Agent shall be
entitled to recover such corresponding amount on demand from such Lender, which
demand shall be made in a reasonably prompt manner. If such Lender does not pay
such corresponding amount forthwith upon the Agent's demand therefor, the Agent
shall promptly notify the other Lenders and the Borrowers, and the Borrowers
shall pay such corresponding amount to the Agent.

     (b) The Agent shall also be entitled to recover from such Lender or the
Borrowers interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by the Agent to the Borrowers
to the date such corresponding amount is recovered by the Agent, at a rate per
annum equal to (x) if paid by such Lender, the cost to the Agent of funding such
amount as notified in writing by the Agent to such Lender; or (y) if paid by the
Borrowers, the applicable rate for Base Rate Advances, LIBOR Advances, or
Multicurrency Advances, as the case may be.

     (c) In the event that any Lender shall fail to fund its pro rata share of
any Revolving Loan made pursuant to (S)3.2 hereof or to purchase its letter of
credit participation under (S)3.5 hereof, the Agent on behalf of the relevant
Issuing Lender shall be entitled to recover such amount on demand from such
Lender.  If such Lender does not pay such amount forthwith upon the Agent's
demand therefor, the Agent shall promptly notify the Borrowers and the other
Lenders thereof and the Borrowers shall pay such amount to the Agent.  The Agent
on behalf of such Issuing Lender shall also be entitled to recover from such
Lender or the Borrowers, as the case may be, interest on such amount in respect
of each day from the date such Revolving Loan was made or the date such purchase
was to have been made, as the case may be, to the date such amount is recovered
by the Agent, at a rate per annum equal to (x) if paid by such Lender, the cost
to the relevant Issuing Lender of the payment of the drawing under the Letter of
Credit for which such Revolving Loan was (or was to have been) made in the case
of a Revolving Loan made pursuant to (S)3.2 hereof or a participation under
(S)3.5 hereof, as the case may be, or (y) if paid by the Borrowers, the
applicable rate for Base Rate Advances.

     (d) In the event that any Lender shall fail to purchase its participation
in any Revolving Loan made, or Letter of Credit issued, by a Fronting Bank in
accordance with (S)12.14(c) hereof, the Agent on behalf of the relevant Fronting
Bank shall be entitled to recover such amount on demand from such Lender. If
such Lender does not pay such amount forthwith upon the Agent's demand therefor,
the Agent shall promptly notify the Borrowers and the other Lenders thereof and
the Borrowers shall pay such amount to the Agent and the Agent shall

                                       36
<PAGE>

forthwith remit such amount to the relevant Fronting Bank. The Agent on behalf
of such Fronting Bank shall also be entitled to recover from such Lender or the
Borrowers, as the case may be, interest on such amount in respect of each day
from the date such purchase was to have been made to the date such amount is
recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender,
the Federal Funds Rate, or (y) if paid by the Borrowers, the applicable rate for
Base Rate Advances.

     (e) Nothing herein shall be deemed to relieve any Lender from its
obligation to fund its pro rata share of any Revolving Loan or to purchase any
participation as required hereunder, or to prejudice any rights which the
Borrowers may have against any Lender as a result of any default by such Lender
hereunder.  No Lender shall be responsible for any default of any other Lender
in respect of any other Lender's obligation to make its pro rata share of any
Revolving Loans hereunder nor shall the Commitment of any Lender hereunder be
increased as a result of such default of any other Lender.  Each Lender shall be
obligated to the extent provided herein regardless of the failure of any other
Lender to fulfill its obligations hereunder.

                                       37
<PAGE>

2.15.  Procedures for Payment. (a) Each payment or prepayment hereunder and
       ----------------------
under the Revolving Notes 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
the applicable Optional Currency (in whichever currency the applicable Revolving
Loan was made) to the Agent or the applicable Fronting Bank at the Payment
Office in immediately available funds, without counterclaim, offset, claim or
recoupment of any kind. Each payment or prepayment hereunder and under the
Revolving Notes 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, except for Excluded Taxes and except as required by Section
349 of the Income and Corporation Taxes Act 1988 in the United Kingdom (as
amended and in effect from time to time or any legislation amending or replacing
same). If any such taxes, duties or charges are so levied or imposed on any
payment or prepayment to any Lender, the Borrowers will make additional payments
("Gross Up Payments") in such amounts as may be necessary so that the net amount
received by such 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)2.15, will be equal to the
amount provided for herein or in such Lender's Revolving Note, provided that no
                                                               -------------
Gross Up Payments shall be required to be made in respect of amounts due on the
UK Lender Debt where and to the extent that such payment is made to the UK
Fronting Bank or to a Lender which, in either case, is not a UK Qualifying
Lender at the time of such payment except where it is not or has ceased to be a
UK Qualifying Lender as a result of the introduction of a Change of Law.
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 Borrowers with
respect to any payments or prepayments hereunder or under any of the Revolving
Notes, the Borrowers 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 Agent for the account of the applicable Lender
information, including certified copies of official receipts (to the extent that
the relevant governmental authority delivers such receipts), evidencing payment
of any such taxes, duties or charges so accounted for, withheld or deducted. If
the Borrowers fail to pay any such taxes, duties or charges when due to the
appropriate taxing authority or fails to remit to the Agent for the account of
the applicable Lender the required information evidencing payment of any such
taxes, duties or charges so withheld or deducted, the Borrowers shall indemnify
the affected Lender for any incremental taxes, duties, charges, interest or
penalties that may become payable by such Lender as a result of any such
failure.

          (b)  (i)  Each Lender (which, for purposes of this (S)2.15, shall
include any Affiliate of a Lender that makes any LIBOR Advance to the Borrowers
pursuant to the terms of this Agreement) that is not a "United States person"
(as such term is defined in Section 7701(a)(30) of the Code) shall submit to the
Domestic Borrower and the Agent on or before the Closing Date (or, in the case
of a Person that became a Lender after the Closing Date by assignment, promptly
upon such assignment), two duly completed and signed copies of either (1) Form
W-8 BEN of the United States Internal Revenue Service entitling such Lender to a
complete exemption from withholding on all amounts to be received by such Lender
pursuant to

                                       38
<PAGE>

this Agreement and/or the Revolving Notes or (2) Form W-8 ECI of the United
States Internal Revenue Service relating to all amounts to be received by such
Lender pursuant to this Agreement and/or the Revolving Notes. Each such Lender
shall, from time to time after submitting either such form, submit to the
Domestic Borrower and the Agent such additional duly completed and signed copies
of one or the other such forms (or forms evidencing eligibility for an exemption
from withholding or such successor forms or other documents as shall be adopted
from time to time by the relevant United States taxing authorities) as may be
(1) reasonably requested in writing by the Borrowers or the Agent and (2)
appropriate under then current United States law or regulations. Upon the
reasonable request of the Borrowers or the Agent, each Lender that has not
provided the forms or other documents, as provided above, on the basis of being
a United States person shall submit to the Domestic Borrower and the Agent a
certificate to the effect that it is a "United States person." Notwithstanding
the provisions of (S)2.15(a) hereof, to the extent any Lender fails to provide
the forms described in this clause (b)(i) (other than by reason of a Change in
Law), such Lender shall not be entitled to receive any Gross Up Payments to the
extent that the requirement to withhold or deduct taxes results from such
failure.

               (ii)  The European Fronting Bank and each Lender hereby certifies
that no taxes on the interest and fees earned on Foreign Revolving Loans made
and Letters of Credit issued by it shall, except as a consequence of a Change of
Law, be required to be withheld from the Fronting Banks or the Lenders, provided
that, in the case of a Borrower incorporated in Germany, the payment of interest
and fees will not be requalified as a payment of dividends under the German
Corporate Income Tax Act. The UK Fronting Bank and each Lender that will be
making Foreign Revolving Loans and issuing Letters of Credit to the Borrowers,
certifies that it is a UK Qualifying Lender and that no taxes on the interest
and fees earned thereon shall, except as a consequence of a Change of Law, be
required to be withheld from the payments made to the UK Fronting Bank or such
Lender (as the case may be). Each Person that becomes a UK Fronting Bank or a
Lender after the Closing Date shall deliver to the Borrowers and the Agent a
certificate confirming that such Person is a UK Qualifying Lender.

               (iii) Notwithstanding any other provision of this Agreement, if
an event occurs which prevents any Lender (after it has become a Lender) which
is not a "United States person" from delivering to the Borrowers or the Agent
any form or certificate that such Lender is requested to submit pursuant to the
preceding paragraph, or that it is required to withdraw or cancel any such form
or certificate, or that any such form or certificate previously submitted has
otherwise become ineffective or inaccurate, such Lender shall promptly notify
the Borrowers and the Agent of such fact and the provisions of (S)2.15(a) hereof
shall apply.

          (c)  Notwithstanding anything to the contrary contained in this
Agreement, the Borrowers each agree to pay any present or future stamp or
documentary taxes, any intangibles tax or any other sales, excise or property
taxes, charges or similar levies now or hereafter assessed that arise from and
are attributed to any payment made hereunder, under the Revolving Notes or from
the execution, delivery of, or otherwise with respect to, this Agreement or the
Revolving Notes and any and all recording fees relating to any Loan Documents
securing any Lender Debt ("Other Taxes").

                                       39
<PAGE>

          (d)  The Borrowers shall indemnify each Lender and the Agent 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)2.15 (other than Excluded Taxes and Other Taxes)
duly paid or payable by such Lender or the Agent 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 such Lender
or the Agent make written demand therefor.

          (e)  If, following payment by any Borrower of a Gross Up Payment to a
Lender, such 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, such Lender shall promptly reimburse the applicable
Borrower such amount as the Lender shall have concluded, acting reasonably, to
be the after-tax value to it of the Tax Credit attributable to the relevant
withholding or other deduction (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 reduced, disallowed or canceled, the Borrowers shall,
jointly and severally, reimburse to the applicable Lender the amount paid to
such Borrower pursuant to this (S)2.15(e) (or, if less, the amount of such
reduction) promptly on receipt of notice from such Lender of such disallowance
or cancellation. Nothing contained herein shall interfere with the right of a
Lender to arrange its tax affairs in whatever manner it thinks fit or require a
Lender to disclose to the Borrowers any information regarding its tax affairs or
calculations.

          (f)  Without prejudice to the survival of any other agreement of the
Borrowers hereunder, the agreements and obligations of the Borrowers contained
in this (S)2.15 shall survive the payment in full of principal, interest, fees
and any other amounts payable hereunder and under the Revolving Notes and the
termination of this Agreement and the other Loan Documents indefinitely.

2.16.  Other Fees.  The Borrowers shall pay the Agent such closing and agency
       ----------
fees as the Borrower and the Agent may agree from time to time.

                                       40
<PAGE>

2.17.  Increased Costs.  In the event of any change in conditions or any Change
       ---------------
of Law which: (i) subjects such Lender or any branch or Affiliate of such 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 any Lender or any branch or Affiliate of such Lender of principal of
and/or interest on such share of such 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 any Lender or any branch or
Affiliate of such Lender; or (iv) imposes upon such Lender or any branch or
Affiliate of such Lender any other condition with respect to such share of such
Revolving Loans or this Agreement; and the result of any of the foregoing is to
increase the actual cost by an amount such Lender deems to be material to such
Lender or any branch or Affiliate of such Lender of making, funding or
maintaining such share of such Revolving Loans hereunder, or to reduce the
amount of any payment (whether of principal, interest, or otherwise) received or
receivable by such Lender or any branch or Affiliate of such Lender, or to
require such Lender or any branch of Affiliate of such Lender to make any
payment, in each case by or in an amount which such Lender in its sole judgment
deems material, then and in any such case: (1) such Lender shall promptly notify
the Borrowers and the Agent in writing of the happening of such event; (2) such
Lender shall promptly deliver to the Borrowers and the Agent a certificate
stating the change which has occurred, or the reserve requirements or other
conditions which have been imposed on such Lender or branch or Affiliate of such
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
Borrowers shall pay any such Lender, on demand, such an amount or amounts as
will compensate such Lender or its branch or Affiliate for such additional cost,
reduction or payment. The certificate of such Lender as to the additional
amounts payable pursuant to this (S)2.17 delivered to the Borrower shall in the
absence of manifest error be conclusive of the amount thereof. Each Lender
agrees to use reasonable efforts to avoid or minimize the payment by the
Borrower of any additional amounts under this (S)2.17, including, without
limitation, by the designation of another branch or Affiliate of such Lender
from which such Lender could make such Lender's pro rata share of Revolving
Loans so long as such designation is not disadvantageous to such Lender as
reasonably determined by such Lender. The protection of this (S)2.17 shall be
available to such Lender regardless of any possible contention of invalidity or
inapplicability of the law, regulation, treaty, order, directive, interpretation
or condition which has been imposed.

                                       41
<PAGE>

2.18.  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 any Lender to fund any portion of a LIBOR Advance or to
give effect to its obligations as contemplated hereby with respect to LIBOR
Advances, such Lender shall, upon the happening of such event, notify the Agent
and the Borrowers thereof in writing stating the reason therefor, and the
obligation of such Lender to allow conversion to or selection or renewal with
respect to its pro rata share of any LIBOR Advance by the Borrowers shall, upon
the happening of such event, forthwith be suspended for the duration of such
illegality and during such illegality such Lender shall fund its share of all
Revolving Loans as Base Rate Advances and there shall be no renewal of, or
conversion to, any share of such Lender in any LIBOR Advance. If and when such
illegality ceases to exist, such suspension shall cease and such affected Lender
shall similarly notify the Agent and the Borrowers.

          (b)  Notwithstanding anything to the contrary contained herein, in the
event that any Change of Law shall make it commercially impracticable or
unlawful for any Lender to continue in effect the funding of any portion of a
LIBOR Advance previously made by it hereunder and then outstanding, such Lender
shall, upon the happening of such event, notify the Agent and the Borrowers
thereof in writing stating the reasons therefor, and such Lender's pro rata
share of such LIBOR Advance shall automatically be converted to a Base Rate
Advance. The Borrowers shall pay to the Agent for the benefit of such Lender
accrued interest owing on such converted portion of such LIBOR Advance through
the date of conversion, together with any amounts payable under (S)2.20 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 such Lender's pro rata share of a LIBOR Advance or for conversion to or
renewal of such Lender's pro rata share of a LIBOR Advance shall be deemed a
request by the Borrowers for a Base Rate Advance. If and when such
impracticability or illegality ceases to exist, such suspension shall cease and
such affected Lender shall similarly notify the Agent and the Borrowers.

                                       42
<PAGE>

2.19.  LIBOR 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 Agent or the applicable Fronting Bank shall have determined
in good faith (which determination shall, in the absence of manifest error, be
conclusive and binding upon the Borrowers) 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 deposits in the requested Optional
Currency in the amount of the principal amount of such LIBOR Advance are not
generally available in the applicable Eurocurrency Interbank Market or that the
rate at which such Dollar deposits or Optional Currency deposits are being
offered will not accurately reflect the cost to one or more Lenders 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, or the Sterling LIBOR Rate, the Agent shall, as soon as practicable
thereafter, give written or telephonic notice of such determination to the
Lenders and the Borrowers and any request by the Borrowers 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 Agent to the Borrowers
and the Lenders), be deemed a request by the Borrowers for the making of or
conversion to a Base Rate Advance.

          (b)  If, at any time, the Agent shall have determined (which
determination shall, in the absence of manifest error, be conclusive and binding
upon the Borrowers) that any contingency has occurred which adversely affects
the London (England, U.K.) interbank market or that any Change of Law or other
circumstances affecting one or more Lenders, in the London (England, U.K.)
interbank market makes the funding of any portion of a LIBOR Advance
impracticable, the Agent shall, as soon as practicable thereafter, give written
or telephonic notice of such determination to the Lenders and the Borrowers and
any request by the Borrowers 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 Agent to the Borrowers and the Lenders), be deemed a
request by the Borrowers for the making of or conversion to a Base Rate Advance.

                                       43
<PAGE>

2.20.  Indemnities. The Borrowers hereby agree to indemnify each Lender, on
       -----------
demand against any loss or expense which such 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 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
made to it; (iii) the payment or prepayment of the principal amount of any LIBOR
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 made to it, or portion thereof, on
a day other than an Interest Payment Date for such LIBOR Advance; or; (iv) the
failure by any Borrower to accept or make a borrowing of a LIBOR Advance or a
conversion to or renewal of a LIBOR 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 any
portion thereof. Each Lender shall provide to the Borrowers and the Agent 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.

                                       44
<PAGE>

2.21.  Capital Adequacy. If any Change of Law shall: (i) impose upon, modify,
       ----------------
require, make or deem applicable to any one or more Lenders, or any of their
Affiliates or branches, any reserve requirement, special deposit requirement,
insurance assessment or similar requirement against or affecting the Commitment
of such Lender or Lenders 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 such Lender or Lenders, or
such Affiliates or branches thereof, for extending or maintaining the Commitment
of such Lender, which results in an increase in the capital requirement
supporting such Commitment; or (iii) impose upon, modify, require, make or deem
applicable to such Lender or Lenders 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 such Lender or any such Affiliate or branch and such 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 such Lender or Lenders, or any such
Affiliate or branch, of extending or maintaining such Commitment or extending or
maintaining such Lender's or Lenders' portion of the Revolving Loans; then and
in such event the Borrowers 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 and the Agent by such Lender or Lenders (or any such
Affiliate or branch), pay to such Lender or Lenders, as applicable, all such
additional amounts which in the sole good faith calculation of such Lender or
Lenders are properly allocable to the Commitment of such Lender, such Lender's
or Lenders' portion of the Revolving Loans, 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 such Lender, in the after-tax rate of
return on such Lender's capital resulting from any such capital or increased
capital or similar requirement (including, without limitation, any such 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 such Lender, Lenders, Affiliate or branch to be in compliance therewith
upon such effectiveness), all as certified by such Lender or Lenders in said
Written Notice to the Borrowers. Such certification shall be conclusive and
binding on the Borrowers absent manifest error.

2.22.  Pro Rata Treatment and Payments. Except as contemplated by this
       -------------------------------
Agreement, each borrowing by the Borrowers from the Lenders and each payment
(including each prepayment) on account of the principal of and interest on the
Revolving Loans and fees described in this Agreement shall be made to the Agent
or to the applicable Fronting Bank at its office set forth below for the pro
rata benefit of each Lender, according to the respective Commitment Percentages
of each Lender. The Agent will distribute each payment to the Lenders promptly
following receipt thereof (and in any event on the same Business Day as the date
when received, if such payment is received at or prior to 11:00 a.m. (Local
Time).

                                       45
<PAGE>

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

2.24.  Maximum Interest. (a) No provision of this Agreement or any Revolving
       ----------------
Note shall require the payment to any Lender or permit the collection by any
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 any Lender (such
maximum rate being such Lender's "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 such Lender on such date in respect of such period shall
be computed at such Lender's Maximum Permissible Rate and the Lenders shall, in
consultation with the Borrowers, 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 any Lender on any interest payment date shall be computed at
such Lender's 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 such Lender would be less than the amount of
interest payable to such Lender computed at such Lender's Maximum Permissible
Rate, then the amount of interest payable to such Lender in respect of such
subsequent interest computation period shall continue to be computed at such
Lender's Maximum Permissible Rate until the amount of interest payable to such
Lender shall equal the total amount of interest which would have been payable to
such Lender if the total amount of interest had been computed without giving
effect to the preceding subsection (b).

2.25.  European Monetary Union.

       (a)  If, as a result of the implementation of EMU in any country or
nation which has not, as of the Closing Date, so implemented EMU,

            (i)  any Optional Currency ceases to be lawful currency of the
       nation issuing such Optional Currency and is replaced by the Euro as the
       lawful currency of such nation, or

            (ii) any Optional Currency and the Euro are at the same time
       recognized by the central bank or comparable authority of the nation
       issuing such Optional Currency as lawful currency of such nation and the
       Agent or the Majority Banks shall so request in notice delivered to the
       Borrower,

            then:

                                       46
<PAGE>

          (A)   any amount payable hereunder by the Lenders or a Fronting Bank
     to the Borrower, or by the Borrower to the Lenders or a Fronting Bank, in
     such Optional Currency shall instead be payable in the Euro and the amount
     so payable shall be determined by translating the amount payable in such
     Optional Currency to the Euro at the exchange rate recognized by the
     European Central Bank for the purposes of implementing EMU,

          (B)   if so specified in the notice delivered under the foregoing
     clause (ii) or in any subsequent notice referring to such clause, the
     Optional Currency recognized at the same time as the Euro shall no longer
     be available as an Optional Currency for purposes of this Agreement,
     effective at the expiration of the period of five (5) Business Days
     following the Borrowers' receipt of such notice. Such notice shall apply to
     (1) any Revolving Loan to be made on or after the expiration of such five
     (5) Business Day period or (2) any Revolving Loan outstanding at the end of
     such five (5) Business Day period and denominated in such Optional
     Currency, following the expiration of the Interest Period applicable to
     such outstanding Revolving Loan at the time of the expiration of such five
     (5) Business Day period.

          (b)   The Agent may in its discretion by notice to the Lenders and the
     Borrowers and with the consent of the Borrowers (such consent not to be
     unreasonably withheld):

          (i)   modify the definition of "Business Day" to include a, principal
     financial center of any Participating Member State where Revolving Loans to
     bear interest by reference to the Multicurrency Interest Rate are funded,
     or any amounts are or are to be paid in Euros;

          (ii)  designate an account or accounts at a bank in a principal
     financial center of any Participating Member State for receiving payments
     to the Agent, whether for the account of the Agent or for the account of
     the Lenders, in immediately available funds, in Euros or for disbursing
     Revolving Loans to bear interest by reference to the applicable
     Multicurrency Interest Rate;

          (iii) designate the date or time for fixing the Multicurrency
     Interest Rate for any Interest Period to be consistent with any practice or
     convention in the applicable interbank market;

          (iv)  designate the fraction for rounding upwards quotations used to
     determine the applicable Multicurrency Interest Rate for Euros, to be, in
     the reasonable judgment of the Agent, as nearly as may be, consistent with
     the rounding of quotations for other Optional Currencies and also
     consistent with any practice or convention in the applicable interbank
     market;

          (v)   designate other mechanics for fixing the Multicurrency Interest
     Rate for Euros to be, in the reasonable judgment of the Agent, as nearly as
     may be, consistent with

                                       47
<PAGE>

     the mechanics for determining rates for other Optional Currencies (e.g. by
     reference to Reuters screen or page) and also consistent with any practice
     or convention in the applicable interbank market (e.g. by reference to a
     comparable Reuters screen or page for the Euro);

          (vi)   designate the basis of accrual of interest, fees or other
     amounts to be consistent with any practice or convention in the applicable
     interbank market with respect to amounts calculated or payable in Euros;

          (vii)  where this Agreement specifies an amount to be paid in an
     Optional Currency that is, under the terms of this Section, to be paid in
     Euros, designate a convenient amount in Euros to account for de minimis
                                                                  ----------
     rounding.

     SECTION 3.  LETTERS OF CREDIT

3.1. Letters of Credit. (a) Any Borrower may request, subject to the terms and
     -----------------
conditions herein set forth, from time to time prior to the termination of the
Total Commitments and upon five Business Days' Written Notice, that Fleet or any
Fronting Bank issue, and Fleet or any such Fronting Bank on behalf of the
Lenders shall, subject to such conditions, issue (Fleet or any such Fronting
Bank, 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 other
Optional Currency; provided, however, that the aggregate undrawn amount of all
                   --------  -------------
Letters of Credit issued for (x) the account of all of the Borrowers 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 Total Commitments, and (y) the Letters of Credit issued for the
account of any Foreign Borrower at any time outstanding, together with the
amount of unreimbursed drawings thereunder, and the then aggregate unpaid
principal amount of the Revolving Loans made to each such Foreign Borrower shall
not exceed the Borrowing Limit for such Foreign Borrower; provided, further,
                                                          -----------------
that in no event shall any Issuing Lender issue any Letter of Credit for the
----
account of any 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 all of the Borrowers immediately prior to the time of
such issuance, exceeds $15,000,000 or the Dollar Equivalent thereof (exclusive
of the CAN Lender 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 applicable 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.

             (c)  Upon the effectiveness of this Agreement, all Letters of
Credit previously issued and outstanding under the Prior Agreement or guarantees
issued on behalf of any UK Borrower or any European Borrower and outstanding
(each of which Letters of Credit and guarantees is listed on Schedule 3.1
hereto) shall be deemed to have been issued under this Agreement and shall for
all purposes be deemed Letters of Credit hereunder.

                                       48
<PAGE>

3.2.  Reimbursement for Drawings. The Borrower for whom a Letter of Credit is
      --------------------------
issued shall reimburse the applicable Issuing Lender of such Letter of Credit
for any draft or other legitimate claim paid under such Letter of Credit within
one Business Day following the date of such payment. Such Borrower shall, to the
extent of availability under the Total Commitments, effect such payment with the
proceeds of a Revolving Loan (which shall be entirely a Base Rate Advance) made
to the Borrower for whose account the Letter of Credit was issued in the amount
of such payment (whether or not any request therefor has been made by such
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
applicable Borrower (except that no such Revolving Loan shall be required to be
made by the Lenders 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, 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 Total Commitments, and
provided further that no such Foreign Revolving Loan shall be made if, after
----------------
giving effect thereto, the aggregate unpaid principal amount of the Foreign
Revolving Loans to the applicable Foreign Borrower shall together with the then
outstanding Foreign Letter of Credit Usage of such Foreign Borrower (after
giving effect to the reimbursement of such Letter of Credit with the proceeds of
such Revolving Loan) exceed the Borrowing Limit for such Foreign Borrower. The
applicable Issuing Lender shall, notwithstanding the foregoing, be entitled to
the benefits of the provisions of (S)3.5 hereof as to purchases of
participations in such Letter of Credit, but only after the date that such
reimbursement shall have become due and payable. The applicable Issuing Lender
shall promptly notify the Agent, the other Lenders and the applicable 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.

                                       49
<PAGE>

     3.3. Letter of Credit Fees. In addition to any other amounts to which any
          ---------------------
     Borrower and an Issuing Lender may have agreed in writing with respect to
     any Letter of Credit, the applicable Borrower shall pay to the Agent for
     the pro rata benefit of all Lenders 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 such 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 360 days). In
     addition, the Borrower for whose account a Letter of Credit is issued shall
     pay to each Issuing Lender, in respect of each Letter of Credit issued by
     such 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 such Issuing Lender with
     respect to the issuance and maintenance of any Letter of Credit.

     3.4. Indemnity. The applicable Borrower agrees to indemnify each Issuing
          ---------
     Lender and each of their respective 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 such
     Issuing Lender or any action taken or omitted to be taken with respect to
     any Letter of Credit issued by such 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 such 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, such 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 such
     Issuing Lender or such correspondent. Upon demand by any Issuing Lender or
     such correspondent at any time, the applicable Borrower shall reimburse
     such 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 such 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.

                                       50
<PAGE>

     3.5. Letter of Credit Participation and Certain Payments.  (a) Each Lender
          ---------------------------------------------------
     agrees that by becoming a party to this Agreement, each such Lender,
     without any further action, shall be deemed to have taken, as of the date
     of issuance of each outstanding Letter of Credit for the account of the
     Borrowers, an undivided participating interest from each Issuing Lender in
     all Letters of Credit issued for the account of the Borrowers outstanding
     at such time and the Letter of Credit Agreements relating thereto in a
     percentage equal to such Lender's Commitment Percentage. Each Lender shall
     hold the Issuing Lenders harmless and indemnify such Issuing Lenders for
     such Lender's pro rata share of any drawing under any Letter of Credit in
     which it has taken such an undivided participating interest under this
     (S)3.5.

                    (b)  The obligation of each Lender to make payments to an
     Issuing Lender with respect to any Letter of Credit after having taken a
     participation therein as provided above 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, and all other documents and
          instruments executed by any of the Credit Parties or any Affiliate
          thereof and delivered to the Agent, the Issuing Lender thereof or any
          other Lender in connection with or related to the Revolving Loans, or
          the Letters of Credit, together with any and all amendments,
          extensions, renewals and modifications thereof;

                    (ii)  the existence of any claim, set-off, defense or other
          right which any Credit Party may have at any time against the
          beneficiary named in any Letter of Credit or any transferee of any
          Letter of Credit (or any person for whom any such transferee may be
          acting), the Agent, the Issuing Lender thereof, any other Lender or
          any other person, whether in connection with this Agreement, such
          Letter of Credit, the transactions contemplated herein or any
          unrelated transactions (including any underlying transactions between
          any Credit Party or any Subsidiary thereof and the beneficiary named
          in such Letter of Credit);

                    (iii) any draft, certificate or any other document presented
          under any Letter of Credit proving to be forged, fraudulent, invalid
          or insufficient in any respect or any statement therein being untrue
          or inaccurate in any respect;

                    (iv)  the surrender or impairment of any security for the
          performance or observance of any of the terms of any of this Agreement
          or any of the Loan Documents; or

                    (v)   the occurrence of any Default or Event of Default.

                                       51
<PAGE>

     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
     Borrowers 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 Borrowers may have
     against any Person, including, without limitation, the beneficiary of such
     Letter of Credit and any Issuing Lender and all sums payable by the
     Borrowers 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 any
     Borrower is compelled by Applicable Law to make any such deduction or
     withholding, then, unless prohibited by Applicable Law, it shall pay to
     each Issuing Lender such additional amount as will result in the receipt by
     each 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:

               (i)    subjects any Issuing Lender to any tax with respect to any
          amount paid by such 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 such Issuing Lender); and

               (ii)   changes the basis of taxation of payments to any 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 such
          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 any Issuing Lender in connection
          with payments by such 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 any
          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
          any 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 such 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 such Issuing Lender's capital, increase the cost to any 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 such
     Issuing Lender with respect to any Letter of Credit or to require such
     Issuing Lender to make any

                                       52
<PAGE>

     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 such Issuing Lender in its sole judgment deems material
     (including, without limitation, such Issuing Lender's cost of taking action
     in anticipation of the effectiveness of any event referred to above in
     order to enable such Issuing Lender to be in compliance therewith upon
     effectiveness), then and in any such case:

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

               (y)  such Issuing Lender shall promptly deliver to the Borrowers
          and the Agent a certificate stating the change which has occurred or
          the reserve requirements or other conditions which have been imposed
          on such 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

               (z)  the Borrowers shall pay to such 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 a 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.
     Each Issuing Lender agrees to use reasonable efforts to avoid or minimize
     the payment by the Borrowers of any additional amounts under this (S)3.6,
     including, without limitation, by the designation of another branch or
     Affiliate of such Issuing Lender from which such Issuing Lender could issue
     Letters of Credit as long as such designation is not disadvantageous to
     such Issuing Lender as reasonably determined by it. The protection of this
     (S)3.6 shall be available to each Issuing Lender regardless of any possible
     contention of invalidity or inapplicability of the applicable Change of
     Laws.

                                       53
<PAGE>

     3.7. Payment of Drafts. Delivery to the Agent, any Issuing Lender or their
          -----------------
     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,
     their agents and assignees, and the Agent, such Issuing Lender and their
     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
     Agent or Issuing Lender of written approval thereof from the applicable
     Borrower, the Agent or any such 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 Agent or 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 Agent,
     Issuing Lender or their correspondents, the applicable Borrower shall be
     conclusively deemed to have waived any right to object to such variation
     with respect to any action of the Agent, such 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 applicable
     Borrower unless the applicable Borrower within ten Business Days of the
     receipt of such documents or acquisition of knowledge of such variation
     files an objection with the Agent or Issuing Lender in writing. No Issuing
     Lender (nor the Agent) shall 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 any Issuing Lender (or the Agent) 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 Agent, each Issuing
     Lender and their correspondents may, if they see fit, waive any such
     requirements.

     3.8. Issuing Lender's Actions. Any Letter of Credit may, in the discretion
          ------------------------
     of the Issuing Lender thereof or such 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. An 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 such Issuing Lender in the place of the name,
     signature or act of such party.

                SECTION 4.  GUARANTIES; LIMITATION OF LIABILITY

                                       54
<PAGE>

     4.1. Guaranties. On or prior to the Closing Date, each Guarantor in
          ---------
     existence on the Closing Date shall execute and deliver to the Agent a
     guaranty, substantially in the form of Exhibits 4.1(a), 4.1(b), 4.1(c),
     4.1(d) and 4.1(e), as applicable (each as amended, supplemented or
     otherwise modified from time to time in accordance with its terms, a
     "Guaranty"), of all Lender Debt except as otherwise provided in provided in
     (S)4.3 hereof.

     4.2. Future Subsidiaries. Upon the formation or acquisition (in whole or in
          -------------------
     part), after the Closing Date, of any Subsidiary of any Credit Party (which
     Subsidiary would constitute a Guarantor under the definition of that term),
     such Subsidiary shall execute and deliver a Guaranty, substantially in the
     form of Exhibits 4.1(a), 4.1(b), 4.1(c), 4.1(d) and 4.1(e), as applicable
     (except that such Subsidiary shall be the guarantor thereunder and except
     if such Subsidiary is organized under the laws of a jurisdiction other than
     those reflected in the Exhibits, such Guaranty shall be amended to avoid a
     breach of any local civil code in the jurisdiction of organization of such
     Subsidiary). Nothing contained in this (S) 4.2 shall permit any Credit
     Party to form or acquire any Subsidiary which is otherwise prohibited by
     this Agreement.

     4.3. Limitation of Liability. Notwithstanding anything to the contrary
          -----------------------
     herein contained, (a) the liability of each UK Borrower shall be limited to
     the UK Lender Debt, (b) the liability of each European Borrower shall be
     limited to the European Lender Debt and the UK Lender Debt, and (c) the
     liability of each CFC which is a Guarantor hereunder of Lender Debt of the
     Domestic Borrower shall be limited in order that the transactions described
     in this subsection do not result in any Adverse Consequences.

                  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 Agent 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 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.

                                       55
<PAGE>

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

                                       56
<PAGE>

     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 Borrowers, 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 each 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 Agent and each Lender have
          ----------------------------------
     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 Borrowers' knowledge, (x) neither the
     Parent nor any 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).

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

                                       57
<PAGE>

             (c) The Agent and each Lender have 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 Lenders 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 Agent 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 Revolving Notes, 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.

                                       58
<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 any Lender or the Agent 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. Regulation U. None of the Credit Parties or any of their respective
           ------------
     Subsidiaries owns any "margin stock" as such term is defined in Regulation
     U, as amended (12 C.F.R. Part 221), of the Board. 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 or for any other
     purpose which might constitute the Revolving Loans under this Agreement a
     "purpose credit" within the meaning of said Regulation U or Regulation X
     (12 C.F.R. Part 224) of the Board. None of the Credit Parties or any of
     their respective Subsidiaries or any agent acting in its behalf 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 regulation of the Board or to violate the Securities Exchange Act of
     1934 or any applicable state or provincial securities laws.

     5.11. Investment Company. None of the Credit Parties or any of their
           ------------------
     respective Subsidiaries is an "investment company," or an "affiliated
     person" of, or "promoter" or "principal underwriter" for, an "investment
     company," as such terms are defined in the Investment Company Act of 1940,
     as amended (15 U.S.C. (S)(S)80a-1, et seq.). None of the transactions
     contemplated by this Agreement, the other Loan Documents or any instruments
     or documents relating to any component of this transaction will violate
     such Act.

     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 each Borrower, shall be Solvent.

     5.13. Permits, etc.  Each Credit Party and each Subsidiary thereof
           -------------
     possesses all permits, licenses, approvals and consents of federal, state,
     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.

                                       59
<PAGE>

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.

5.15.  No Financial Assistance.  With respect to the UK Borrowers and Guarantors
       -----------------------
of the UK Lender Debt formed or incorporated under the laws of England and
Wales, the prohibition in Section 151 of the Companies Act 1985 in relation to
the giving of financial assistance do not apply to borrowings under this
Agreement and/or to the giving of guarantees under the Guaranty.

       SECTION 6.  AFFIRMATIVE COVENANTS

       Each of the Borrowers and the Parent 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 any Lender has any Commitment
hereunder, unless specifically waived by the Majority Lenders in writing:

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

          (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

               (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

                                       60
<PAGE>

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 Agent)
by independent public accountants selected by the Parent and satisfactory to the
Agent; 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;

                                       61
<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 Agent, 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 any 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 Agent;

          (j)  with reasonable promptness (but in any event within ten Business
Days), 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

                                       62
<PAGE>

          (k)  with reasonable promptness (but in any event within ten Business
Days), 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 Parent shall,
      ----------------
and shall cause each of its Subsidiaries, to, pay and discharge (a) all taxes,
assessments and governmental charges upon or against the Parent or any of its
Subsidiaries or their properties or assets prior to the date on which penalties
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 Parent or any of its Subsidiaries, 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 Agent).

6.3.  Insurance.  (a) The Parent shall, and shall cause each of its 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 Agent, 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 Agent,
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 Agent may reasonably request.

          (b)  The Parent shall, and shall cause each of its Subsidiaries to,
from time to time upon the reasonable request of the Agent, promptly furnish or
cause to be furnished to the Agent evidence, in form and substance reasonably
satisfactory to the Agent, 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 Agent 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 Parent shall, and shall cause each of its
      ------------------
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 Parent shall, and shall cause each of
      ----------------------------
its Subsidiaries to, keep, and shall cause each of its Subsidiaries to keep, its
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, 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.

                                       63
<PAGE>

6.6.   Maintenance of Existence.  The Parent shall preserve and maintain, and
       ------------------------
shall cause each of its 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 that does not have any
                             -------------
material assets may be dissolved.

6.7.   Inspection by the Agent and the Lenders.  The Parent shall allow, and
       ---------------------------------------
shall cause each of its Subsidiaries to allow, any representative of any Lender
or of the Agent 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 Parent and the Borrowers hereby
irrevocably authorize their independent accountants (including, without
limitation, in connection with environmental compliance, hazard or liability) to
discuss with the Agent and the Lenders the financial affairs of the Parent and
its Subsidiaries), all at such reasonable times during normal business hours at
such times and as often as the Lenders or the Agent 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 Borrowers; if such inspection is requested
when no Default or Event of Default is continuing, the first inspection
requested by the Agent under this (S)6.7 during any Fiscal Year shall be at the
expense of the Borrowers and any subsequent inspections during such Fiscal Year
shall be at the expense of the requesting party.

6.8.   Pay Indebtedness to Lenders and Perform Other Covenants.  The Borrowers
       -------------------------------------------------------
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, and cause
each of its Subsidiaries, to 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 Parent shall promptly, and shall cause each of
       -----------------
its Subsidiaries to promptly (and in any event within five days), notify the
Agent 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 the Parent or
any of its Subsidiaries 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 the Parent or any of
       -------------------------------
its Subsidiaries 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 Parent shall promptly report the same to the Agent and take, or cause
to be taken, all available steps to correct such misrepresentations or breach of
warranty.

                                       64
<PAGE>

6.11.  Compliance with Laws.  The Parent shall comply, and shall cause each of
       --------------------
its 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 Parent shall duly observe, and shall cause each of its
Subsidiaries to 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.

6.12.  ERISA.  (a) The Parent shall pay and discharge, and shall cause each
       -----
Credit Party to pay and discharge, when due any liability imposed upon it
pursuant to the provisions of ERISA and any other pension or employee benefit
plan in accordance with Applicable Law.

          (b)  The Credit Parties shall furnish the Agent promptly with Written
Notice of the occurrence of any event or circumstance with respect to an
Employee Plan, a Multiemployer Plan or  any other pension or employee benefit
plan which could reasonably be expected to have a Material Adverse Effect with
respect to the Parent or any of its Subsidiaries.

6.13.  Further Assurances.  The Parent shall, and shall cause each of its
       ------------------
Subsidiaries to, at its cost and expense, upon the reasonable request of the
Agent, duly execute and deliver, or cause to be duly executed and delivered, to
the Agent 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 Agent
to carry out more effectually the provisions and purposes of this Agreement or
any other Loan Document.

6.14.  Environmental Matters.  The Parent shall comply, and cause each of its
       ---------------------
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 its properties and the properties of its Subsidiaries free of any Lien
imposed pursuant to any Environmental Law. The Parent shall not cause or suffer
or permit, and shall not suffer or permit any of its Subsidiaries to cause or
suffer or permit, the property of the Parent or any of its 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 Parent covenants and agrees that:

          (a)  Minimum Net Worth.  The Net Worth of the Parent and its
               -----------------
Subsidiaries, on a consolidated basis, at all times shall be not less than (i)
the sum of $300,000,000, plus (ii) fifty percent (50%) of the consolidated Net
Income of the Parent and its Subsidiaries from and after August 1, 2001, plus
(iii) eighty-five percent (85%) of the Net Proceeds from issuance of equity
securities by the Parent after the Closing Date.

                                       65
<PAGE>

          (b)  Leverage Ratio.  The Leverage Ratio of the Parent and its
               --------------
Subsidiaries on a consolidated basis, as of the last day of each of the fiscal
quarters of the Parent (i.e. January, April, July, and October), tested on a
rolling four quarter basis for the four quarters most recently ended, shall not
be more than 2.75:1.00.

          (c)  Fixed Charge Ratio.  The Fixed Charge Ratio of the Parent and its
               ------------------
Subsidiaries on a consolidated basis, as of the last day of each of the fiscal
quarters of the Parent (i.e., January, April, July and October), tested on a
rolling four quarter basis for the four quarters most recently ended, shall not
be less than 1.25:1.0.

6.16.  Ownership of the Borrower.

          (a)  The Parent shall at all times own and control all of the issued
and outstanding capital stock of the Domestic Borrower.

          (b)  The Parent shall at all times own and control (directly or
indirectly) all of the issued and outstanding capital stock of NORDX/CDT, the
Foreign Borrowers and all Guarantors.

6.17.  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 Agent and the Lenders and comply with any reasonable request for
information requested by the Agent and the Lenders relating to the Parent and
its Subsidiaries.

       SECTION 7.  NEGATIVE COVENANTS

       The Parent 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 any Lender has any Commitment hereunder, it shall not, and shall
not suffer or permit any of the other Credit Parties to, without the prior
written consent of the Majority Lenders:

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 Agent or the Lenders;

                                       66
<PAGE>

          (b)  (i)    Liens arising out of judgments or awards (other than any
judgment described in (S)11.1(h) hereof) in respect of which any Credit Party
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), 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
Agent, 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 any Credit Party 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 any Credit Party, 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;

                                       67
<PAGE>

          (e)  Title retention arrangements with suppliers of any UK Borrower
and/or any European Borrower in the ordinary course of business on terms usual
and customary with suppliers to such Persons.

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

          (g)  other Liens securing Indebtedness and other obligations which,
when aggregated with the Liens described in (S)(S) 7.1(d) and 7.1(f), do not
exceed $25,000,000 at any one time outstanding.

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 Parent and its Subsidiaries or among such Subsidiaries;

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

          (f)  Purchase money Indebtedness hereafter incurred by the Parent or
any 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 a Credit Party 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);

          (h)  Convertible Debt in an amount not to exceed $200,000,000 in the
aggregate;

          (i)  Indebtedness of NORDX/CDT under the CAN Loan Agreement, not to
exceed $65,000,000; and

                                       68
<PAGE>

          (j)  Other Indebtedness not in excess of $25,000,000 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;

          (b)  (i) Investments in securities issued, or that are directly and
fully guaranteed or insured, by the United States Government or any agency or
instrumentality thereof (or, with respect to CFC's indebtedness insured by the
sovereign government where that CFC is located) 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) any 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 any 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. (or an equivalent European rating) 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
Parent 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;

                                       69
<PAGE>

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

          (e)  Investments hereafter made by the Parent and its Subsidiaries in
any other Credit Party or by any Person which is not a Credit Party in any other
Person which is also not a Credit Party;

          (f)  Guaranties hereafter made by the Parent or the Domestic Borrower
of Indebtedness of NORDX/CDT under the CAN Loan Agreement in an amount not to
exceed $65,000,000 at any one time outstanding;

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

          (h)  Guaranties hereafter made by the Parent or the Domestic Borrower
of Indebtedness of any CFC (in addition to those described in (S)(S)7.3(e) and
7.3(f) hereof) in an amount not to exceed $50,000,000 at any one time
outstanding;

          (i)  Guaranties hereafter made by the Parent or any Credit Party 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;

          (j)  Investments hereafter made by the Parent, the Domestic Borrower,
or any Domestic Subsidiary in any CFC (in addition to those described in
(S)(S)7.3(e), (f), (h), (i) and (n)) in an amount not to exceed $30,000,000 at
any one time outstanding;

          (k)  Investments of an Acquired Person existing at the time such
Person is so acquired by a Credit Party;

          (l)  Guaranties of the Lender Debt made pursuant to the Loan
Documents;

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

          (n)  Investments hereafter made by the Parent, the Domestic Borrower,
or any Domestic Subsidiary in NORDX/CDT (in addition to those described in
(S)(S)7.3, (f), (h), (i) and (j), above) in an amount not to exceed $15,000,000
at any one time outstanding

          (o)  Other Investments not in excess of $10,000,000 in the aggregate
at any time outstanding.

7.4. Merger, Sale of, Dissolution, Etc.

                                       70
<PAGE>

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

          (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 any Credit Party 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
$5,000,000 in any Fiscal Year in the aggregate book value, in the ordinary
course of business of the Credit Parties;

          (ii)   asset sales or other dispositions by the Credit Parties 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 Credit Parties of inventory in the ordinary course
of business;

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

          (v)    the issuance of common equity of the Parent (but in no event in
an amount that would result in a Change of Control);

          (vi)   the exchange of assets of the Credit Parties with any third-
party for like-kind assets of equal or greater value;

          (vii)  the merger of any Domestic Subsidiary into another Domestic
Subsidiary;

          (viii) the merger of any Subsidiary that is a CFC into another
Subsidiary that is a CFC;

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

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

                                       71
<PAGE>

7.5. Dividends, Redemptions and Other Payments. (a) Declare or pay, or suffer or
     -----------------------------------------
permit any of their respective Subsidiaries to declare or pay, any cash
distributions in respect of any shares of capital stock of any class in the
Parent or any Borrower or any of their respective Subsidiaries, or declare or
pay any cash dividends on any shares of capital stock of any class of any of
their respective Subsidiaries, in any cash now or hereafter outstanding, or
purchase, redeem, cancel or acquire any shares of capital stock of any class in
the Parent, any Borrower or any of their respective Subsidiaries, or any capital
stock of any of their respective 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, (ii) purchases of minority interests in Subsidiaries of any
Credit Party held by any other Person, (iii) so long as no Default or Event of
Default is continuing or would arise as a result thereof, repurchases of common
stock or options for common stock in a Credit Party from former or terminating
employees, officers or directors of the Parent and its Subsidiaries in an
aggregate amount not to exceed $5,000,000 for any Fiscal Year, (iv) so long as
no Default or Event of Default is continuing or would arise as a result thereof,
repurchases of common stock of the Parent in an aggregate amount not to exceed
$20,000,000; and (v) so long as no Default or Event of Default is continuing or
would arise as a result thereof, other dividends and/or repurchases of common
stock of the Parent which do not exceed in the aggregate twenty-five percent
(25%) of the consolidated Net Income of the Parent and its Subsidiaries for the
immediately preceding four fiscal quarters.

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, and to the extent required by, (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 Agent, 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. Noncompliance with ERISA. Undertake or cause to be undertaken any action or
     ------------------------
permit any condition to exist with respect to any Employee Plan, Multiemployer
Plan or any other pension or employee benefit plan which could reasonably be
expected to have a Material Adverse Effect with respect to any of the Credit
Parties.

                                       72
<PAGE>

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 the CAN Loan Agreement or any other instrument, document or
agreement entered into in connection therewith.

          (b) 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 (other than under the CAN Loan Agreement),
if such amendments, modifications, supplements, waivers, or consents could
reasonably be expected to adversely impact the ability of the Credit Parties to
perform all of their obligations under the Loan Documents.

          (c) 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 any Credit
Party; provided, however, that the Parent may effectuate such amendments, so
long as such proposed changes do not adversely impact the ability of the Parent
or any Credit Party to fulfill their respective obligations under the Loan
Documents.

7.10.  Fiscal Year. Change the Fiscal Year of the Parent or the Borrowers or any
       -----------
of their 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 Agent and the
Majority Lenders.

7.12.  Negative Pledges. Except with respect to Convertible Debt permitted
       ----------------
hereunder, permit the Parent 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 any Credit Party, (ii) the sale,
disposition or pledge of any asset of any Credit Party, (iii) the incurrence or
existence of any Contingent Obligations of any Credit Party, 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 (collectively, an "Acquisition") unless each of the following conditions
are satisfied:

                                       73
<PAGE>

               (i)   The Acquisition is of a business permitted to be conducted
     by the Borrowers pursuant to (S)7.11 hereof; and

               (ii)  After giving effect to the Acquisition, the undrawn portion
     of the Total Commitments shall be at least $10,000,000; and

               (iii) Prior to and after giving effect to the Acquisition, no
     Default or Event of Default will exist (including, without limitation, any
     Default or Event of Default by virtue of the violation of any of the
     provisions of (S)(S)6.15 (calculated on a pro forma basis), 7.1, 7.2, and
     7.3 hereof)); and

               (iv)  The Person making the Acquisition must be either a Credit
     Party or a Holding Company; and

               (v)   The aggregate consideration (exclusive of the value of any
     common equity of the Parent issued or delivered in connection with
     Permitted Acquisitions) furnished in connection with Permitted
     Acquisitions, howsoever classified (whether as Indebtedness, Investment or
     otherwise) for all Acquisitions in any Fiscal Year, after giving effect to
     the proposed Acquisition, shall not exceed $25,000,000 (the "Annual
     Acquisition Cap"), provided that, the aggregate consideration for all
                        -------------
     Acquisitions in any Fiscal Year may exceed the Annual Acquisition Cap (but
     in no event to exceed $50,000,000 in any fiscal year) if after giving
     effect to any proposed Acquisition which would exceed the Annual
     Acquisition Cap, the Leverage Ratio of the Parent and its Subsidiaries,
     calculated on a pro forma basis acceptable to the Agent, does not exceed
     2.00:1.00, and provided further that the consideration paid in connection
                    ---------------------
     with (x) the Acquisitions of up to 100% of Kabelovna Decin Podmokly, a.s.
     (as long as such consideration does not exceed $37,500,000) and AW
     Industries, Inc., and (y) the remaining interests in Industria Technica
     Cavi s.r.l. (as long as such consideration does not exceed $3,000,000),
     shall not be included in the calculation of the amounts permissible under
     this clause (v); and

                (vi) Such Acquisition shall have been approved by a majority of
     the Board of Directors (or the equivalent governing body) of the Person
     which is the subject of such Acquisition and such Person shall not have
     announced that it will oppose such Acquisition or shall not have commenced
     any action which alleges that such Acquisition will violate applicable law.

(Any Acquisition meeting all of the foregoing criteria being referred to herein
is a "Permitted Acquisition").

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

                                       74
<PAGE>

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


     The obligation of each Lender to lend its Commitment Percentage of the
Revolving Loans to be made on the Closing Date (including, without limitation,
the Swingline Lender to make Swingline Loans on the Closing Date) and of the
Issuing Lenders to issue any Letter of Credit on the Closing Date is, in each
case, subject to fulfillment (or waiver in writing by the Agent) of the
following conditions precedent:

8.1. Opinions of Counsel. The Agent shall have received on or before the day of
     -------------------
such initial borrowing, from Kirkland and Ellis, Stikeman Elliot, The DLA Group,
Gorrissen Deferspiel Kierkegaard, Lindahl, and Fasselt & Partners, special
counsel to the Borrowers, in sufficient copies for each Lender, favorable
opinions addressed to the Lenders and the Agent and dated the Closing Date, in
form and substance reasonably satisfactory to the Lenders and the Agent.

8.2. Financial Status. The Agent shall have received such financial and other
     ----------------
information as the Agent and the Lenders 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 Agent
and the Majority Lenders.

8.3. No Material Adverse Change. (i) In the judgment of the Agent and the
     --------------------------
Majority Lenders, 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
Agent prior to the Closing Date; and (ii) the Agent and the Majority Lenders
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 Agent (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 Agent (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.

                                       75
<PAGE>

8.6.  Collateral. The Agent shall have received a first perfected security
      ----------
interest in 65% of the issued and outstanding capital stock of NORDX/CDT and
Noslo Ltd. as security for the Lender Debt, pursuant to Pledge Agreements in the
form annexed hereto as Exhibits 8.6(a) and 8.6(b) and on such other terms and
conditions as are acceptable to the Agent.

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

8.8.  Corporate Structure. The Agent shall be satisfied in all respects with the
      -------------------
legal structure and capitalization of each of the Credit Parties and their
respective Subsidiaries 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
and its Subsidiaries.

8.9.  Fees to Agent and Lenders. All fees and reimbursable expenses payable to
      -------------------------
the Agent or any one or more of the Lenders 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 Agent shall have received a disbursement
      --------------------------
authorization letter, substantially in the form of Exhibit 8.10 hereto, duly
executed and delivered by the Borrowers 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 Agent and the Majority Lenders
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.

                                       76
<PAGE>

8.12.  Compliance with Law. The Agent 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 Agent, and each Lender of
their respective 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, ERISA
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, the issuance of the Letters of Credit, and the issuance of
the Revolving Notes shall be reasonably satisfactory in form and substance to
the Agent and the Agent 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 Agent may have
requested in connection therewith, such documents where requested by the Agent
to be certified by appropriate corporate Persons or Governmental Bodies.

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

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

8.16.  CAN Loan Agreement; Intercreditor Agreement. NORDX/CDT shall have entered
       -------------------------------------------
into the CAN Loan Agreement with the CAN Lender on terms reasonably acceptable
to the Lenders and all conditions precedent to the effectiveness of the CAN Loan
Agreement shall have been satisfied or waived by the CAN Lender. The Agent and
the CAN Lender 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 under the Prior Agreement (other than Letters of Credit and bank
guaranties set forth on Schedule 3.1 hereto) and all other Indebtedness for
Borrowed Money owed by the Parent or any other Credit Party (other than
Permitted Indebtedness) shall be paid in full on the Effective Date from the
first proceeds of the Revolving Loans.

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

                                       77
<PAGE>

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

     The obligation of the Lenders to make any Revolving Loan (including,
without limitation, the Swingline Lender to make Swingline Loans), and of the
Issuing Lenders to issue any Letter of Credit is subject to fulfillment of the
following conditions precedent unless waived in writing by the Majority Lenders:

9.1. Borrower's Certificate; Other Conditions. (a) The applicable Borrower shall
     ----------------------------------------
have delivered to the Agent (and, if applicable, a Fronting Bank) 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 Agent or any 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 Agent 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 Borrowers shall be requesting a Letter of Credit, the Agent on
behalf of any Issuing Lender  shall have (to the extent requested by any such
Issuing Lender) received a duly executed and delivered Letter of Credit
Agreement with respect thereto; (iv) the Borrowers shall have complied with all
procedures and given all certificates, notices and other documents required
hereunder for such advance or issuance; and (v) the Agent shall have received
such other approvals, opinions or documents the Agent 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 Agent 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 (including, without
limitation, the CAN Lender Letter of Credit) and to pay for Permitted
Acquisition expenditures.

                                       78
<PAGE>

     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 any Lender or the Agent 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) default shall be made by any Credit Party in the performance or
     observance of, or shall occur under, any covenant, agreement or provision
     (other than as described in clause (a) or (b) above) contained in this
     Agreement or any other Loan Document or in any instrument or document
     evidencing or creating any obligation, guaranty or Lien in favor of the
     Agent or delivered to the Lenders or the Agent in connection with or
     pursuant to this Agreement or any Lender Debt, and, except in the case of
     the agreements and covenants contained in (S)(S) 6.1, 6.3, 6.6, 6.7, 6.9,
     6.10, 6.13, 6.15 through 6.17 and Section 7 hereof as to each of which no
     notice or grace period shall apply, continuance of such default for a
     period of thirty days (or, in the case where agreements and covenants
     contained in any Loan Document provide for a grace period that is less than
     thirty days, continuance of a default for such shorter period) after there
     has been given Written Notice of such default to any of the Credit Parties
     by the Agent; or if this Agreement or any other Loan Document or any such
     other instrument or document shall terminate, be terminated or become void
     or unenforceable for any reason whatsoever without the written consent of
     the Agent; or

          (d)  (i)  one or more defaults shall occur and be continuing in the
     payment of any principal, interest or premium with respect to any
     Indebtedness for Borrowed Money or any obligation which is the substantive
     equivalent of Indebtedness for Borrowed Money (including, without
     limitation, obligations under conditional sales contracts, finance leases
     and the like) of which any Credit Party is principal, guarantor, or other
     surety, outstanding in a principal amount of at least $1,000,000 (or the
     Dollar Equivalent thereof)  in the aggregate, or (ii) one or more defaults
     shall occur under any agreement or instrument under or pursuant to which
     any such Indebtedness for Borrowed Money or obligation (in a principal
     amount of at least $1,000,000 (or the Dollar Equivalent thereof) in the
     aggregate) may have been issued, evidenced, created, assumed,

                                       79
<PAGE>

     guaranteed or secured by any Credit Party and, in the case of either clause
     (i) or (ii) of this (S) 11.1(d), such default shall continue for more than
     the period of grace, if any, therein specified or any holder of any such
     Indebtedness for Borrowed Money (or any agent or trustee therefor) shall be
     entitled to take any action to realize upon any Lien on any property
     securing same, or (iii) Indebtedness for Borrowed Money or obligation (in a
     principal amount of at least $1,000,000 (or the Dollar Equivalent thereof)
     in the aggregate) shall be declared due and payable prior to the stated
     maturity thereof; or

          (e) any representation, warranty or other statement of fact made or
     given herein or in any writing, certificate, report or statement at any
     time furnished by or on behalf of any Credit Party to any Lender or the
     Agent pursuant to or in connection with this Agreement or any other Loan
     Document or any document or instrument relating to any component of the
     transactions contemplated hereby, shall be false or misleading in any
     material respect when made or given; provided that no Event of Default
     shall exist hereunder if (i) such representation, warranty, or other
     statement was furnished or made by an Acquired Person to the Parent or any
     of its Subsidiaries in connection with a Permitted Acquisition, (ii) the
     Parent and any of its Subsidiaries did not know or have reason to know that
     such representation, warranty or other statement was false or misleading
     when made and (iii) the Parent and/or any of its Subsidiaries had
     undertaken such due diligence in connection with such Permitted Acquisition
     as a reasonably prudent Person would have undertaken; or

          (f) 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 Bankruptcy Code
     or any other Applicable Law or statute of the United States of America or
     any state thereof or any other applicable jurisdiction, (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 (vii) with respect to the UK Borrowers and any
     Guarantors of the UK Lender Debt, in addition to the foregoing, (A) such
     Person being or being deemed unable to pay its debts within the meaning of
     section 123 Insolvency Act 1986, (B) a petition for administration of such
     Person being issued, (C) such Person proposing to its creditors or any
     class of them a company voluntary arrangement within Part I of the
     Insolvency Act 1986 or a scheme of arrangement pursuant to Part XIII of the
     Companies Act 1985, or (D) the issuance of a winding up petition for any
     such Person; or

          (g) 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

                                       80
<PAGE>

     similar relief under the 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 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

          (h)  (i)  any judgment remaining unpaid, unstayed or undismissed for a
     period of 30 days is rendered against any Credit Party which by itself or
     together with all other such judgments rendered against such Credit Party
     remaining unpaid, unstayed or undismissed for a period of 30 days, is in
     excess of $1,000,000 (or the Dollar Equivalent thereof), or (ii) there is
     any attachment, injunction or execution against any of its properties
     remaining unstayed or undismissed for a period of 30 days which by itself
     or together with all other attachments, injunctions and executions against
     its properties remaining unstayed or undismissed for a period of 30 days is
     for an amount in excess of $1,000,000 (or the Dollar Equivalent thereof);
     or

          (i)  (A)  a Reportable Event shall have occurred with respect to an
     Employee Benefit Plan;

               (B) any other event or condition shall occur or exist, and in
     each case in the reasonable opinion of the Majority Lenders, such event or
     condition, together with all other events or conditions, if any, could
     subject any Credit Party or any ERISA Affiliate to any tax, penalty or
     other liabilities which in the aggregate could reasonably be expected to
     have a Material Adverse Effect on the Parent and its Subsidiaries; or

               (C) any event or condition shall occur or exist with respect to
     any other pension or employee benefit plan that could, in the reasonable
     opinion of the Majority Lenders, subject the Parent or any of its
     Subsidiaries to any tax, penalty or other liabilities under any Applicable
     Law or statute in the aggregate material (as determined by the Majority
     Lenders) in relation to the business, operations, property or financial or
     other condition of the Parent or any of its Subsidiaries, or which could
     reasonably be expected to have a Material Adverse Effect on any Borrower
     and its Subsidiaries;

          (j)  a Change of Control shall occur; or

          (k)  (i) any representation, warranty or other statement of fact made
     or given in any writing, certificate, report or statement at any time
     furnished by or on behalf of the Parent, the Domestic Borrower and/or
     NORDX/CDT to or in connection with, or under. the CAN Loan Agreement or any
     document or instrument related thereto shall be false or misleading in any
     material respect when made or given; provided that no Event of Default
     shall exist hereunder if (A) such representation, warranty, or other
     statement was furnished or made by an Acquired Person to the Parent or any
     of its Subsidiaries in

                                       81
<PAGE>

     connection with a Permitted Acquisition, (B) the Parent and any of its
     Subsidiaries did not know or have reason to know that such representation,
     warranty or other statement was false or misleading when made and (C) the
     Parent and/or any of its Subsidiaries had undertaken such due diligence in
     connection with such Permitted Acquisition as a reasonably prudent Person
     would have undertaken; (ii) default shall be made by the Parent, the
     Domestic Borrower and/or NORDX/CDT in the performance or observance of, or
     shall occur under any covenant, agreement or provision contained in the CAN
     Loan Agreement or in any instrument or document related thereto and, except
     in the case of the agreements and covenants contained in (S)(S)6.1, 6.3,
     6.6, 6.7, 6.9, 6.10, 6.13, 6.15 and Section 7 thereof as to each of which
     no notice or grace period shall apply, continuance of such default for a
     period of thirty days after there has been given Written Notice of such
     default to any of the Parent, the Domestic Borrower or NORDX/CDT by the
     Agent; or (iii) an event of default shall occur and be continuing under the
     CAN Loan Agreement or under any instruments, documents and agreements
     related thereto;

     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
          Agent may, at its option, or, the Agent shall upon the direction of
          the Majority Lenders, (x) declare any obligation to lend hereunder
          (including, without limitation, each 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 Agent may, at its option, or, the Agent shall, upon the
          direction of the Majority Lenders, 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 (f) (other than clause (f)(i))
          above or clause (g) above, then the obligation of the Lenders to lend
          and issue Letters of Credit hereunder (including, without limitation,
          each 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 Agent or any Lender;

               (B) the Agent shall have the right, in its sole discretion, to
          determine which rights, Liens 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 Lenders' rights hereunder; and any moneys, deposits, balances
          or other property which may come into any Lender's or the Agent's
          hands at any time or in any manner, may be retained by such Lender or
          the Agent and applied to any of the Lender Debt as provided in (S)11.5
          hereof.

                                       82
<PAGE>

11.2.  Suits for Enforcement. (a) In case any one or more Events of Default
       ---------------------
shall occur and be continuing, the Agent on behalf of the Agent and the Lenders
may proceed to protect and enforce their 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 Agent's spot rate of exchange for buying the First Currency
with the Second Currency prevailing at the Agent'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 Borrowers hereby agree 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 Agent's
spot rate of exchange for buying the First Currency with the Second Currency
prevailing at the Agent'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 Borrowers to the Lenders
under the second sentence of this section will be due as separate debt of the
Borrowers to the Lenders 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 Borrowers under this Agreement.

11.3.  Rights and Remedies Cumulative. No right or remedy herein conferred upon
       ------------------------------
the Lenders or the Agent 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.

11.4.  Rights and Remedies Not Waived. No course of dealing between any of the
       ------------------------------
Credit Parties and any Lender or the Agent or any failure or delay on the part
of any Lender or the Agent in exercising any rights or remedies hereunder shall
operate as a waiver of any rights or remedies of the Lenders or the Agent 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.

                                       83
<PAGE>

11.5.  Application of Proceeds.

          (a)  After the occurrence of an Event of Default and acceleration of
the Lender Debt, subject to the provisions of (S)4.3 hereof, the proceeds
realized from the Credit Parties and collections from each Guaranty of the
Lender Debt shall be applied by the Agent to payment of the Lender Debt in the
following order, unless the Lenders otherwise agree in writing or a court of
competent jurisdiction shall otherwise direct:

               (i)   FIRST, pro rata to each Issuing Lender to reimburse the
     Issuing Lender for that portion of any payments made by it with respect to
     Letters of Credit for which a Lender, as a participant in such Letter of
     Credit, failed to pay its pro rata share thereof as required pursuant to
     (S) 3.5 hereof;

               (ii)  SECOND, to payment of all costs and expenses of the Agent,
     the Fronting Banks, and the Lenders incurred in connection with the
     preservation, collection and enforcement of the Lender Debt or any
     Guaranties;

               (iii) THIRD, to payment of that portion of the Lender Debt
     constituting accrued and unpaid interest and fees and indemnities payable
     under Section 2 hereof, ratably amongst the Agent and the Lenders in
     accordance with the proportion which the accrued interest and fees and
     indemnities payable under Section 2 hereof constituting the Lender Debt
     owing to the Agent or any Lender, as the case may be, at such time bears to
     the aggregate amount of accrued interest and fees and indemnities payable
     under Section 2 hereof constituting the Lender Debt owing to the Agent and
     all of the Lenders at such time, until such interest, fees and indemnities
     shall be paid in full;

               (iv)  FOURTH, ratably, to (A) each Lender (or affiliate of a
     Lender) and to any Fronting Bank to reimburse such Lender (or Affiliate of
     a Lender) or Fronting Bank 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), ratably amongst the Lenders in accordance with the proportion
     which the principal amount of the Lender Debt owing to each such Lender
     bears to the aggregate principal amount of the Lender Debt (excluding the
     aggregate undrawn amount of any then outstanding Letters of Credit issued
     for the account of the Borrower) owing to all of the Lenders until such
     principal of the Lender Debt shall be paid in full;

               (v)   FIFTH, to the extent, with respect to Letters of Credit
     issued for the account of the Borrower, that the collateral, if any, held
     by the Agent 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 Agent to be held by the Agent as additional
     collateral therefor;

                                       84
<PAGE>

                    (vi)  SIXTH, to the payment of all other Lender Debt,
     ratably amongst the Lenders in accordance with the proportion which the
     amount of such other Lender Debt owing to each such Lender bears to the
     aggregate principal amount of such other Lender Debt owing to all of the
     Lenders until such other Lender Debt shall be paid in full;

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

               (b)  Notwithstanding anything to the contrary contained in (S)
     11.5(a) hereof, any amounts realized from or on account of (i) the European
     Borrowers shall be applied solely to the European Lender Debt; and (ii) the
     UK Borrowers shall be applied solely to the UK Lender Debt.

               (c)  The Credit Parties acknowledge and agree that, subject to
     (S)4.3 and (S)11.5(b), they shall remain liable to the extent of any
     deficiency between the amount of the proceeds of any collateral and
     collections under the Revolving Notes and the Guaranties (to the fullest
     extent recourse of such Credit Parties under such Revolving Notes and
     Guaranties) and the aggregate amount of the sums referred to in
     subparagraph (a), above.

          SECTION 12. MISCELLANEOUS

                                       85
<PAGE>

12.1. Collection Costs. Subject to the provisions of (S)4.3 hereof, each of the
      ----------------
Credit Parties shall, jointly and severally, pay all of the reasonable out of
pocket costs and expenses of the Agent and/or the Fronting Banks (including,
without limitation, attorneys' fees) in connection with the preparation,
administration and amendment of the Loan Documents. In addition, subject to the
provisions of (S)4.3 hereof, each of the Credit Parties shall, jointly and
severally, pay all of the reasonable out of pocket costs and expenses incurred
by the Agent, the Fronting Banks, or any Lender (including, without limitation,
attorneys' fees) to collect, enforce, protect, maintain, preserve or foreclose
their interests with respect to this Agreement, the Revolving Loans, the
Revolving Notes, any other Loan Documents, any Lender Debt, or any security for
the Lender Debt or under any instrument or document delivered pursuant to this
Agreement, or in connection with any 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 such Fronting Banks, Lenders or the Agent 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 Fronting Banks, the Agent or the Lenders, as the case may be, 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) No amendment, modification or
      ----------------------------------
waiver of any provision of the Loan Documents and no consent by the Agent or the
Lenders 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, the Agent,
the Lenders or the Majority Lenders as the case may be (as more fully described
below), 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.

          (c) Any term or provision of any Loan Document may be amended or
modified and the observance of any provision of any Loan Document may be waived
with the written consent of the Credit Parties being a party to such Loan
Document and the Majority Lenders;

                                       86
<PAGE>

     provided, however, that in addition to the foregoing requirements, no such
amendment, modification or waiver shall, without the prior written consent of
the Agent, amend, waive or otherwise change any of the rights or obligations of
the Agent under any of the Loan Documents; and

     provided, further, that in addition to the foregoing requirements, no such
amendment, modification or waiver shall, without the prior written consent of
each Fronting Bank affected thereby, amend, waive or otherwise change any of the
rights or obligations of the Fronting Banks under any of the Loan Documents; and

     provided, further, that no such amendment, modification or waiver shall,
without the prior written consent of all of the Lenders:

               (i)   extend the Maturity Date or the due date of any installment
     of principal of or interest on any Loan or any other amount payable
     hereunder, or portion thereof, decrease the rate of interest on any Loan,
     or portion thereof, change the definition of Applicable Margin, or reduce
     the amount of any principal payable on any Loan, or portion thereof, or
     reduce the fees payable to the Lenders hereunder or extend the time of
     payment thereof;

               (ii)  amend the terms of any Guaranty or release any such
     Guaranty;

               (iii) change the Commitment or the Commitment Percentage of any
     Lender (except in connection with assignments made pursuant to (S)12.16
     hereof),

               (iv)  modify any provision of this (S)12.2 or any other provision
     which expressly requires the consent of all Lenders;

               (v)   amend the definition of "Majority Lenders";

               (vi)  amend (S) 11.5 hereof;

               (vii) release any collateral for the Lender Debt;

provided further that no consent of the Lenders to any actions described above
shall be required to the extent that this Agreement or the other Loan Documents
otherwise expressly provide for, or permit, such action.

                                       87
<PAGE>

12.3. Governing Law. THIS AGREEMENT AND THE LOAN DOCUMENTS SHALL BE CONSTRUED
      -------------
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(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, provided, however,
that the Loan Documents which any Fronting Bank may require to be executed by a
Foreign Borrower (other than this Agreement) shall, in any event, be governed by
and construed in accordance with the laws of the jurisdiction in which the
Fronting Bank is conducting business.

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 Borrowers or to the
Agent or any 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 Borrowers (subject to the provisions of
(S)4.3 hereof), shall pay all reasonable expenses paid or incurred by the Agent
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,
special counsel to the Agent, and all local counsel to the Agent. Such expenses
shall also include, without limitation, any out of pocket costs paid or incurred
by the Agent 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.

                                       88
<PAGE>

12.6.  Stamp or Other Tax. Should any stamp or excise tax become payable in
       ------------------
respect of this Agreement, any Revolving Note, 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 Lenders and the Agent
harmless with respect thereto.

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, any of the Revolving Notes 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 Lenders
or the Agent, 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
EACH 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 LENDERS
WOULD NOT EXTEND TO THE BORROWERS ANY FINANCIAL ACCOMMODATIONS HEREUNDER IF THIS
(S)12.7 WERE NOT PART OF THIS AGREEMENT.

12.8.  Termination of Agreement. (a) The Agent on behalf of the Lenders shall
       ------------------------
have the right to, upon the direction of the Majority Lenders, terminate this
Agreement immediately, at any time, during the continuance of an Event of
Default under Section 11 hereof.

          (b) The Borrowers may terminate this Agreement at any time when either
(x) no Letters of Credit are outstanding, or (y) the Borrowers have provided
cash collateral satisfactory to the Agent 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 Agent (which
shall promptly notify each Lender thereof in writing or by telephone confirming
immediately in writing) of termination and by prepaying the Revolving Loans in
whole, terminating the Commitments 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, the Lenders or the Agent or any obligation of any of the
Credit Parties, the Lenders or the Agent 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.

                                       89
<PAGE>

          (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 Agent on behalf of the Agent and the
Lenders 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 Agent or any 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 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 each Lender shall have been
terminated), and the Credit Parties, as appropriate, shall be liable to, and
shall indemnify and hold such Lender or the Agent harmless for, the amount of
such payment surrendered until such Lender or the Agent, as the case may be,
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 Lenders or the Agent in reliance upon
such payment, and any such contrary action so taken shall be without prejudice
to the Lenders' or the Agent' 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)2.20, 12.5 and 12.22, 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 Lenders.

          (a) Each of the Credit Parties hereby grants to each Fronting Bank,
each Lender and the Agent a continuing Lien for all Lender Debt (subject to the
provisions of (S)4.3 hereof) 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, such Fronting Bank, Lender or the Agent 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, any Fronting Bank, Lender or the Agent, at any time existing.

                                       90
<PAGE>

          (b) Upon the occurrence and during the continuance of an Event of
Default, subject to the provisions of (S)4.3 hereof, each Fronting Bank, each
Lender and the Agent are 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 Fronting Banks, the Agent or any Lender, the
Fronting Banks, the Agent or such 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 Fronting Banks, Agent or such Lender to so notify each Credit
Party shall not affect the validity of such setoff or create a cause of action
against the Fronting Banks, the Agent or such Lender. Any and all rights to
require the Agent, the Fronting Banks or any 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.

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 Commonwealth of
Massachusetts and of any Federal Court located in the City of Boston in
connection with any action or proceeding arising out of or relating to this
Agreement, any Guaranty, all or any of the Lender Debt, all or any of the
Revolving Notes, any other Loan Document or any document or instrument delivered
pursuant to this Agreement. Each of the Foreign Borrowers and each Guarantor
organized under the laws of a foreign jurisdiction also hereby irrevocably
consents to the non-exclusive jurisdiction of the courts of the jurisdiction of
their organization in connection with any action or proceeding arising out of or
relating to this Agreement, any Guaranty, all or any of the Lender Debt, all or
any of the Revolving Notes, 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
Borrowers at their 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 Agent on behalf of the Lenders
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.

                                       91
<PAGE>

12.13.  The Agent.  (a) Subject to the following sentence, each Lender hereby
        ---------
irrevocably designates and appoints Fleet as the Agent of such Lender under each
of the Loan Documents, and each such Lender hereby irrevocably authorizes Fleet,
as the Agent for such Lender, to take such action on behalf of each Lender under
the provisions of the Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Agent by the terms of the Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in the Loan Documents,
the Agent shall not have any duties or responsibilities except those expressly
set forth in the Loan Documents, nor any fiduciary relationship with any Lender,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into the Loan Documents or otherwise exist against the
Agent.

          (b)  (i)  The Agent may execute any of its duties under the Loan
Documents by or through agents or attorneys-in-fact and shall be entitled rely
on advice of counsel concerning all matters pertaining to such duties.  The
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

               (ii) Any Person dealing with the Agent may conclusively rely on
any instrument, document, or agreement executed by the Agent and need not
inquire into the Agent's authority to so act.

          (c)  Neither the Agent nor any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates shall be (i) liable for any action
lawfully taken or omitted to be taken by them or such Person under or in
connection with the Loan Documents (except for their or such Person's own gross
negligence or willful misconduct), or (ii) responsible in any manner to any
Lender for any recitals, statements, representations or warranties made by any
of the Credit Parties or any of their respective Subsidiaries or any officer
thereof contained in the Loan Documents or in any certificate, report, statement
or other document referred to or provided for in, or received by the Agent under
or in connection with the Loan Documents, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of the Loan Documents
or for any failure of any of the Credit Parties or any of their respective
Subsidiaries to perform its obligations under the Loan Documents.  The Agent
shall not be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance of any of the agreements contained in, or
conditions of, the Loan Documents, or to inspect the properties, books or
records of any of the Credit Parties or any of their respective Subsidiaries.

          (d)  The Agent shall be entitled to rely, and shall be fully protected
in relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation reasonably believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Credit Parties), independent accountants and
other experts selected by the Agent.  The Agent may deem and treat the payee of
any Revolving Note as the owner thereof

                                       92
<PAGE>

for all purposes unless a Written Notice of assignment, negotiation or transfer
thereof shall have been filed with the Agent.

          (e) The Agent shall be fully justified in failing or refusing to take
any action under the Loan Documents unless it shall first receive such advice or
concurrence of the Majority Lenders as they deem appropriate or it shall first
be indemnified to their satisfaction by the Lenders against any and all
liability and expense which may be incurred by them by reason of taking or
continuing to take any such action.  The Agent shall in all cases be fully
protected in acting, or in refraining from acting, under the Loan Documents in
accordance with a request of the Majority Lenders (or where required by the
terms of this Agreement, all of the Lenders), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders
and all future holders of the Revolving Notes.

          (f) The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder, other than nonpayment
of principal or interest on the Revolving Loans, unless the Agent shall have
received notice from a Lender or one of the Credit Parties referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default."  In the event that the Agent receives such a
notice, or if the Agent has actual knowledge of a Default or an Event of
Default, the Agent shall give prompt notice thereof to the Lenders.  The Agent
shall take such action with respect to such Default or Event of Default as shall
be directed by the Majority Lenders; provided, that unless and until the Agent
shall have received such directions, the Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of
the Lenders.

          (g) Each Lender expressly acknowledges that neither the Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
have made any representations or warranties to it and that no act by the Agent
hereinafter taken, including any review of the affairs of any of the Credit
Parties or any of their respective Subsidiaries, shall be deemed to constitute
any representation or warranty by the Agent to any Lender.  Each Lender
represents to the Agent that it has, independently and without reliance upon the
Agent or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of each of the Credit Parties and their respective
Subsidiaries, and made its own decision to make its Revolving Loans hereunder
and enter into this Agreement.  Each Lender also represents that it will,
independently and without reliance upon the Agent or any other Lender, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement, and to make such investigation as it
deems necessary to inform itself as to the business, operations, liabilities,
assets, properties and condition (financial or otherwise) and creditworthiness
of each of the Credit Parties and their respective Subsidiaries.  Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, financial and other condition or
creditworthiness of any of the Credit Parties or any of their

                                       93
<PAGE>

respective Subsidiaries which may come into the possession of the Agent or any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

          (h) Each Lender agrees to indemnify the Agent in its capacity as such
(to the extent not reimbursed by the Credit Parties and without limiting the
obligation of the Credit Parties to do so), ratably according to such Lender's
Commitment Percentage from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including without
limitation at any time following the payment of the Revolving Notes) be imposed
on, incurred by or asserted against the Agent in any way relating to or arising
out of the Loan Documents, any instruments or documents relating to the
transactions contemplated hereby or thereby or any action taken or omitted by
the Agent under or in connection with any of the foregoing; provided, that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's gross negligence or willful
misconduct.  The agreements in this (S)12.13(h) shall survive the payment of the
Revolving Notes and the Lender Debt.

          (i) The Agent and its Affiliates may make Revolving Loans to, accept
deposits from and generally engage in any kind of business with the Credit
Parties as though the Agent were not the Agent hereunder.  With respect to its
pro rata share of the Revolving Loans made or renewed by it and any Revolving
Note issued to it, the Agent shall have the same rights and powers under this
Agreement as any Lender and may exercise the same as though it were not the
Agent.  The terms "Lender" and "Lenders" shall include the Agent in its
individual capacity.

          (j) The Agent may resign as Agent upon thirty days' Written Notice to
the Lenders.  In the event that any Agent shall enter receivership, then the
Lenders (other than the Lenders which are acting as Agent, if applicable) may by
unanimous consent of such Lenders, remove the Agent under this Agreement.  If
the Agent shall give a notice of its intention to resign as Agent under this
Agreement or the Agent shall be removed, then the Majority Lenders shall, within
such thirty-day period, appoint a successor agent for the Lenders (and if no
Default or Event of Default then exists, with the consent of the Parent, which
consent shall not be unreasonably delayed or unreasonably withheld), whereupon
such successor agent shall succeed to the rights, powers and duties of the
Agent, and the term "Agent" shall mean such successor agent effective upon its
appointment, and the former Agent's rights, powers and duties as Agent shall be
terminated, without any other or further act or deed on the part of such former
Agent or any of the parties to this Agreement or any holders of the Revolving
Notes.  After any retiring Agent's resignation hereunder as Agent or the Agent's
removal, the provisions of this (S)12.13 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was the Agent under this
Agreement.

          (k) Each Lender agrees that if any Lender shall, through the exercise
of a right of banker's lien, setoff, counterclaim or otherwise, obtain payment
with respect to its Commitments to the Borrowers which results in its receiving
more than its pro rata share of the Commitments of all Lenders, then (A) such
Lender shall be deemed to have simultaneously purchased from each of the other
Lenders, a share in the Revolving Loans so that the amount of

                                       94
<PAGE>

the Revolving Loans of all Lenders, shall be pro rata and (B) such other
adjustments shall be made from time to time as shall be equitable to insure that
all Lenders share such payments ratably. If all or any portion of any such
excess payments is thereafter recovered from the Lenders which received the
same, the purchase provided in this (S)12.13(k) shall be deemed to have been
rescinded to the extent of such recovery, without interest. Each of the Credit
Parties expressly consents to the foregoing arrangements and agrees that each
Lender so purchasing a portion of another Lender's Loan may exercise all rights
of payment (including, without limitation, all rights of setoff, banker's lien
or counterclaim) with respect to such portion as fully as if such Lender were
the direct holder of such portion.

          (l) The Agent agrees that it shall promptly deliver to each Lender
copies of all notices, demands, statements and communications which the Agent
gives to, or receives from, the Credit Parties, except for routine notices of
payments due under the Loan Documents and other miscellaneous notices, demands,
statements and communications, which are not material to the interests of any
Lender.  The Agent shall have no liability to any Lender, nor shall a cause of
action arise against the Agent, as a result of the failure of the Agent to
deliver to the Lender any such notice, demand, statement or communication.

          (m) The Agent shall endeavor to exercise the same care in
administering the Loan Document as it exercises with respect to similar
transactions in which it is involved and where no other co-lenders or
participants are involved; provided, that the liability of the Agent for failing
to do so shall be limited as provided in the preceding paragraphs of this
(S)12.13.

          (n) Notwithstanding the provisions of this Agreement or any of the
other Loan Documents, the Documentation Agent, the Managing Agents, the
Syndication Agent and the Arranger shall have no powers, rights, duties,
responsibilities or liabilities with respect to this Agreement and the other
Loan Documents.

12.14.  The Fronting Banks.

          (a) The Fronting Banks are acting as agent for the Agent and the
Lenders and accordingly, shall take such action with respect to the Lender Debt
solely as the Agent and the Lenders may instruct. Without limiting the
foregoing, the Fronting Banks may not sell or assign any Lender Debt without the
prior written consent of the Agent, and may not take any action under Section 11
of this Agreement except in accordance with the direction of the Agent and the
Majority Lenders.

                                       95
<PAGE>

          (b)  The Fronting Banks shall promptly distribute to the Agent for
distribution to the Lenders (i) all payments of interest after the Lenders have
funded their Commitment Percentage of the principal balance of the outstanding
Revolving Loans to such Foreign Borrower in accordance with the provisions of
(S)12.14(c) hereof; (ii) prior to such funding by the Lenders in accordance with
the provisions of (S)12.14(c) hereof, that portion of the interest payments
equal to the Applicable Margin, and (iii) subject to the provisions of
(S)12.14(c), principal and other amounts on account of the Lender Debt. Such
payments shall be made in Dollars and shall be based upon the Dollar Equivalent
at the time of receipt of such payment.

          (c)  The Fronting Banks will initially fund all Revolving Loans to the
applicable Foreign Borrower, and accordingly, shall be entitled to retain all
principal payments on account thereof until the Lenders actually fund their
undivided interest and participation in such Revolving Loans in accordance with
the provisions of this (S)12.14. Immediately upon the making of any such
Revolving Loan, each Lender shall be deemed to have irrevocably and
unconditionally purchased and received an undivided interest and unfunded
participation in such Revolving Loan in an amount equal to its Commitment
Percentage thereof. At any time and from time to time, after the occurrence, and
during the continuance, of any Event of Default, any Fronting Bank may require
the Lenders to fund their Commitment Percentage of the principal balance of the
outstanding Revolving Loans to such Foreign Borrower by making payment to the
Fronting Bank in Dollars or the Optional Currency in which such Revolving Loan
was made. The Fronting Bank shall thereafter continue to act on behalf of the
Lenders (subject to the direction of the Agent) and all payments on account of
the applicable Lender Debt received by such Fronting Bank shall thereafter be
distributed to the Agent in accordance with the provisions of this (S)12.14.

          (d)  Each Lender agrees to indemnify the Fronting Banks (to the extent
not reimbursed by the Credit Parties and without limiting the obligation of the
Credit Parties to do so), ratably according to such Lender's Commitment
Percentage from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time be imposed on, incurred by or
asserted against the Fronting Banks in any way relating to or arising out of the
Loan Documents, any instruments or documents relating to the transactions
contemplated hereby or thereby or any action taken or omitted by the Fronting
Banks under or in connection with any of the foregoing; provided, that no Lender
shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from a Fronting Bank's gross negligence or willful
misconduct.

          (e)  Except as otherwise expressly provided herein, the Fronting Banks
shall be entitled to all of the rights and protections set forth in (S)12.13
hereof applicable to the Agent.

                                       96
<PAGE>

12.15.  Sale, Assignment or Transfer to Additional Lenders.  (a) Without
        --------------------------------------------------
limiting any additional rights which Fleet may have as a Lender under (S)12.16
hereof, the Agent 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 any Lender hereunder.

          (b)  Each Credit Party hereby agrees that it shall execute and
deliver, at the request of the Agent:

               (i)  if part of any Lender's pro rata share of any Loan and/or
        the Commitments as to any Borrower is sold, assigned or transferred in
        accordance with the terms of (S)(S)12.15(a) or 12.16 hereof, to any
        Lender or Additional Lender, to the extent requested by the Agent, one
        or more Revolving Notes to the order of such Lender and such Lender
        and/or Additional Lender to evidence the portions of the Revolving Loans
        retained and sold; and

               (ii) any amendment to any Loan Document to effectuate this
        (S)12.15. 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.

12.16.  Benefit of Agreement; Assignments by Lenders; 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 Lenders 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 Borrowers.

          (b)  No Credit Party may assign or transfer any of its interests
hereunder without the prior written consent of all of the Lenders.  Each of the
Lenders may make, carry or transfer its pro rata 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.

          (c)  Each Lender may, subject to the other provisions of this
Agreement and with the prior written consent of the Agent and, if no Default or
Event of Default then exists, the Parent (which consent shall not be
unreasonably withheld, delayed, or conditioned), assign and sell its rights with
respect to and delegate its obligations under this Agreement, its Revolving
Loans or its Commitments, 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 Agent or the Parent, assign and sell its rights to
another Lender or an Affiliate of the Lender or to grant participations therein
to any institutional lender or institutional investor, in which event:

                                       97
<PAGE>

               (i)  in the case of an assignment, upon notice thereof by such
     Lender to the Parent, the Additional Lender or other 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 the holder of a Revolving Note; 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, the Agent, the Issuing Lenders and
     the other Lenders shall continue to deal solely and directly with such
     Lender in connection with such Lender's rights and obligations under this
     Agreement. Any agreement or instrument pursuant to which a Lender sells
     such a participation shall provide that such 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 such Lender will not,
     without the consent of the participant, agree to any amendment,
     modification or waiver which requires the consent of all Lenders. Each
     participant shall be entitled to the benefits of (S)(S) 2.15(d), 2.17, 2.20
     and 2.21 to the same extent as if it were a Lender and had acquired its
     interest by assignment pursuant to this Section.

          (d)  In the event that any Lender shall assign or sell its Revolving
Notes, such Lender shall at the time of such assignment or sale give Written
Notice to the Agent of the name and address of the Additional Lender or other
Lender (including the name of the account officer if applicable), and shall make
all endorsements to the grid schedule attached thereto to make the information
contained therein accurate.  As a condition to the effectiveness of any such
assignment or sale, the Additional Lender or other Lender shall pay to the Agent
a fee of $3,500 to record such assignment or sale.  The Agent shall maintain a
record identifying the Lenders who are party to this Agreement.

          (e)  Each Lender agrees that such Lender shall not assign all or any
part of its  Revolving Commitment to any Person that was not a Lender prior to
such assignment unless the assignee thereof shall be a bank or trust company
organized under the laws of the United States of America or any State thereof
having a combined capital and surplus of not less than $500,000,000 or other
financial institution reasonably acceptable to the Parent, and in each case such
Person is also a UK Qualifying Lender; provided, however, that this sentence
shall in no event apply to any interests granted by any Lender through a
participation.

          (f)  Notwithstanding anything herein to the contrary, any partial
assignment by any 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 Commitments to the
Borrowers by the assigning Lender.

          (g)  Notwithstanding anything herein to the contrary, any Lender may
at any time pledge or assign all or any portion of its rights under the Loan
Documents to any of the twelve Federal Reserve Banks organized under Section 4
of the Federal Reserve Act, 12 U.S.C.

                                       98
<PAGE>

Section 341. No such pledge or assignment or enforcement thereof shall release
any Lender from any of its obligations under the Loan Documents.

12.17.  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.

12.18.  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.

12.19.  Disclosure of Financial Information.  Subject to the provisions of
        -----------------------------------
(S)12.20 hereof, the Agent and each 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 Agent or such
Lender, to any Person which shall, or shall have any right or obligation to,
succeed to all or any part of any Agent's or such 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.

                                       99
<PAGE>

12.20.  Maintenance of Confidentiality.  The Lenders and the Agent 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 Lenders
and the Agent 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 syndicate member or any proposed assignee or participant in connection
with the contemplated transfer, in accordance with (S)12.16 hereof, of any
Revolving Note or participation therein, provided, that any such Person shall
execute a confidentiality agreement containing provisions substantially
identical to this (S)12.20, or (iv) in connection with the enforcement of the
Borrowers' Obligations under the Loan Documents. Notwithstanding the foregoing,
the provisions of this (S)12.20 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 Agent or any of the Lenders or their representatives,
or (ii) become available to the Agent or any Lender or their representatives on
a non-confidential basis from a source, other than the Borrowers or their
representatives, not thereby violating any agreement with or other duty to the
Borrowers.

12.21.  Obligations Several; No Fiduciary Obligations.  The obligations of the
        ---------------------------------------------
Lenders hereunder are several and not joint. Nothing contained in this Agreement
and no action taken by Agent or the Lenders pursuant hereto shall be deemed to
constitute the Lenders a partnership, association, joint venture or other
entity. No default by any Lender hereunder shall excuse the other Lenders from
any obligation under this Agreement; but no Lender shall have or acquire any
additional obligations of any kind by reason of such default. The relationship
between Borrowers and the Lenders with respect to the Loan Documents is and
shall be solely that of debtor and creditors, respectively, and neither Agent
nor any Lender has any fiduciary obligation toward Borrowers with respect to any
such documents or the transactions contemplated thereby.

                                      100
<PAGE>

12.22.  Indemnification.  In addition to any other indemnities provided herein,
        ---------------
the Credit Parties hereby agree to jointly and severally indemnify and hold
harmless the Agent, each Lender and their respective 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 Commitments 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), (b) disputes among
Lenders, or (c) a successful claim by any Credit Party against such Indemnified
Party ("Excluded Claims"). Further, should any employee of the Agent or any
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 Agent and each
Lender such per diem compensation as the Agent or such 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 Borrowers 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

                                      101
<PAGE>

shall have the right, at its expense, to participate in the defense of such
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)12.22 shall survive repayment of the Revolving Loans and the
termination of the Commitments.

                                      102
<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.

                                                "PARENT"
                                           CABLE DESIGN TECHNOLOGIES
                                           CORPORATION


                                       By: ____________________________
                                           Name:
                                           Title:

                                                "DOMESTIC BORROWER"
                                           CABLE DESIGN TECHNOLOGIES INC.


                                       By: ____________________________
                                           Name:
                                           Title:

                                      S-1
<PAGE>

                                           "UK BORROWERS"


                                           NOSLO LTD.


                                       By:____________________________
                                           Name:
                                           Title:

                                           RAYDEX/CDT LTD.


                                       By:____________________________
                                           Name:
                                           Title:

                                           NORDX/CDT, LTD


                                       By:____________________________
                                           Name:
                                           Title:

                                           ANGLO-AMERICAN CABLES LTD.


                                       By:____________________________
                                            Name:
                                            Title:


                                      S-2
<PAGE>

                                           "EUROPEAN BORROWERS"

                                           XENO VERWALTUNGSGESELLSCHAFT mbH


                                       By:____________________________
                                           Name:
                                           Title:

                                           OREBRO/CDT AB

                                       By:____________________________
                                           Name:
                                           Title:

                                           NEK KABEL AB


                                       By:____________________________
                                           Name:
                                           Title:


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

Copy to:  Kirkland & Ellis
          Citicorp Center
          153 East 53/rd/ Street
          New York, New York 10022-4675
          Attention: Bronwen Jones, Esquire
          Telecopier No.: (212) 446-4900

                                      S-3
<PAGE>

                                           FLEET NATIONAL BANK, as Agent and
                                           as Lender


                                       By:____________________________
                                           Name: David J. Doucette
                                           Title:

Address:  100 Federal Street, 9th Floor
          Boston, Massachusetts 02110
          Attention: David J. Doucette
          Telecopier No.: (617) 434-1977

Copy to:  David S. Berman, Esquire
          Riemer & Braunstein, LLP
          Three Center Plaza
          Boston, Massachusetts 02108
          Telecopier No.: (617) 880-3456

                                           BNP PARIBAS, as Lender


                                       By:____________________________
                                           Name:
                                           Title:

Address:  787 7/th/ Avenue
          New York, New York 10019
          Attention: John J. McCormick
          Telecopier No.: (212) 841-2861

                                           BANK OF AMERICA, NATIONAL
                                           ASSOCIATION, as Lender


                                       By:____________________________
                                           Name:
                                           Title:

Address:  231 South LaSalle
          Chicago, Illinois 60697
          Attention: Lynn W. Stetson
          Telecopier No.: (312) 974-8681

                                      S-4
<PAGE>

                                           CITIZENS BANK OF PENNSYLVANIA,
                                           as Lender


                                       By:____________________________
                                           Name:
                                           Title:

Address:  Two Mellon Ctr. Rm 270
          Pittsburgh, Pennsylvania 15259
          Attention: Mark T. Latterner
          Telecopier No.: (412) 234-9010

                                           NATIONAL CITY BANK
                                           OF PENNSYLVANIA, as Lender


                                       By:____________________________
                                           Name:
                                           Title:

Address:  National City Center
          20 Stanwix Street
          Pittsburgh, Pennsylvania 15222
          Attention: John J. Hayes
          Telecopier No.: (412) 471-4883

                                           JPMORGAN CHASE, as Lender


                                       By:____________________________
                                           Name:
                                           Title:

Address:  301 Grant Street - 11/th/ Floor
          Pittsburgh, Pennsylvania 15219
          Attention: John A. Malone
          Telecopier No.: (412) 456-5566

                                      S-5
<PAGE>

                                           FIFTH THIRD BANK, as Lender


                                       By:____________________________
                                           Name:
                                           Title:

Address:  Eleven Parkway
          Center, Ste. 375
          Pittsburgh, Pennsylvania 15228
          Attention: Christopher S. Helmeci
          Telecopier No.: (412) 937-9896

                                           COMERICA BANK, as Lender


                                       By:____________________________
                                           Name:
                                           Title:

Address:  500 Woodward Avenue, 9/th/ Floor
          Detroit, Michigan 48275
          Attention: Robert P. Wilson
          Telecopier No.: (313) 222-3330

                                           FLEET NATIONAL BANK (London
                                           Branch), as UK Fronting Bank


                                       By:____________________________
                                           Name:
                                           Title:

Address:  39 Victoria Street
          London, United Kingdom
          SW1H OED
          Attention: Mike J. Rowe
          Telecopier No.: 44 20 7932 9364

                                      S-6
<PAGE>

                                           FLEET BANK (EUROPE) LIMITED, as
                                           European Fronting Bank


                                       By:____________________________
                                           Name:
                                           Title:

Address:  39 Victoria Street
          London, United Kingdom
          SW1H OED
          Attention: Mike J. Rowe
          Telecopier No.: 44 20 7932 9364

                                      S-7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>10
<FILENAME>dex992.txt
<DESCRIPTION>FORM OF CREDIT AGREEMENT (BNP PARIBAS)
<TEXT>
<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.

                                       62
<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.

                                       67
<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.

                                       68
<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

</TEXT>
</DOCUMENT>
</SUBMISSION>
