GENERAL CABLE CORP /DE/
EXHIBIT 10.71
<DOCUMENT>
<TYPE>EX-10.71
<SEQUENCE>2
<FILENAME>l18783aexv10w71.txt
<DESCRIPTION>EXHIBIT 10.71
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.71

                                  $300,000,000

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                         DATED AS OF NOVEMBER 23, 2005,

                                      AMONG

                         GENERAL CABLE INDUSTRIES, INC.,
                                  AS BORROWER,

                            GENERAL CABLE CORPORATION

                                       AND

                       THE OTHER GUARANTORS PARTY HERETO,
                                 AS GUARANTORS,

                            THE LENDERS PARTY HERETO,

                      MERRILL LYNCH CAPITAL, A DIVISION OF
                 MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,
                              AS COLLATERAL AGENT,

                      NATIONAL CITY BUSINESS CREDIT, INC.,
                              AS SYNDICATION AGENT,

                             BANK OF AMERICA, N.A.,
                             AS DOCUMENTATION AGENT,

                      MERRILL LYNCH CAPITAL, A DIVISION OF
               MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., AND
                               UBS SECURITIES LLC,
                            AS JOINT LEAD ARRANGERS,

                      MERRILL LYNCH CAPITAL, A DIVISION OF
                 MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,
                  AS ADMINISTRATIVE AGENT AND SWINGLINE LENDER

                            UBS AG, STAMFORD BRANCH,
                                 AS ISSUING BANK

                                       AND

                             MERRILL LYNCH BANK USA,
                                 AS ISSUING BANK

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I. DEFINITIONS...................................................      2

   SECTION 1.01  Defined Terms...........................................      2
   SECTION 1.02  Classification of Loans and Borrowings..................     47
   SECTION 1.03  Terms Generally.........................................     47
   SECTION 1.04  Accounting Terms; GAAP..................................     48

ARTICLE II. THE CREDITS..................................................     48

   SECTION 2.01  Commitments.............................................     48
   SECTION 2.02  Loans...................................................     49
   SECTION 2.03  Borrowing Procedure.....................................     51
   SECTION 2.04  Evidence of Debt; Repayment of Loans....................     52
   SECTION 2.05  Fees....................................................     52
   SECTION 2.06  Interest on Loans and Default Compensation..............     54
   SECTION 2.07  Termination and Reduction of Commitments................     54
   SECTION 2.08  Interest Elections......................................     55
   SECTION 2.09  [Intentionally Omitted].................................     56
   SECTION 2.10  Optional and Mandatory Prepayments of Loans.............     56
   SECTION 2.11  Alternate Rate of Interest..............................     60
   SECTION 2.12  Increased Costs.........................................     60
   SECTION 2.13  Breakage Payments.......................................     61
   SECTION 2.14  Payments Generally; Pro Rata Treatment; Sharing of
                 Set-offs................................................     62
   SECTION 2.15  Taxes...................................................     64
   SECTION 2.16  Mitigation Obligations; Replacement of Lenders..........     65
   SECTION 2.17  Swingline Loans.........................................     66
   SECTION 2.18  Letters of Credit.......................................     67
   SECTION 2.19  Determination of Borrowing Base.........................     73
   SECTION 2.20  Commitment Increase.....................................     78

ARTICLE III. REPRESENTATIONS AND WARRANTIES..............................     79

   SECTION 3.01  Organization; Powers....................................     79
   SECTION 3.02  Authorization; Enforceability...........................     80
   SECTION 3.03  Governmental Approvals; No Conflicts....................     80
   SECTION 3.04  Financial Statements....................................     80
   SECTION 3.05  Properties..............................................     81
   SECTION 3.06  Equity Interests and Subsidiaries.......................     84
   SECTION 3.07  Litigation; Compliance with Laws........................     84
   SECTION 3.08  Agreements..............................................     85
   SECTION 3.09  Federal Reserve Regulations.............................     85
   SECTION 3.10  Investment Company Act; Public Utility Holding Company
                 Act.....................................................     85
</TABLE>


                                       i

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<TABLE>
<S>                                                                         <C>
   SECTION 3.11  Use of Proceeds.........................................     85
   SECTION 3.12  Taxes...................................................     85
   SECTION 3.13  No Material Misstatements...............................     86
   SECTION 3.14  Labor Matters...........................................     86
   SECTION 3.15  Solvency................................................     86
   SECTION 3.16  Employee Benefit and Pension Plans......................     87
   SECTION 3.17  Environmental Matters...................................     88
   SECTION 3.18  Insurance...............................................     89
   SECTION 3.19  Security Documents......................................     89
   SECTION 3.20  Equity Financing Documents; Representations and
                 Warranties in Agreement.................................     90
   SECTION 3.21  [Intentionally Omitted.]................................     90
   SECTION 3.22  Location of Material Inventory..........................     90
   SECTION 3.23  Accuracy of Borrowing Base..............................     90
   SECTION 3.24  Post-Audit Asset Dispositions...........................     91
   SECTION 3.25  Holding Companies; Inactive Subsidiaries................     91
   SECTION 3.26  Common Enterprise.......................................     91

ARTICLE IV. CONDITIONS TO CREDIT EXTENSIONS..............................     91

   SECTION 4.01  Conditions to Continue to Fund the Credit Extensions....     91
   SECTION 4.02  Conditions to All Credit Extensions.....................     94

ARTICLE V. AFFIRMATIVE COVENANTS.........................................     95

   SECTION 5.01  Financial Statements, Reports, etc......................     95
   SECTION 5.02  Litigation and Other Notices............................     98
   SECTION 5.03  Existence; Businesses and Properties....................     98
   SECTION 5.04  Insurance...............................................     99
   SECTION 5.05  Obligations and Taxes...................................    100
   SECTION 5.06  Employee Benefits and Pension Plans.....................    100
   SECTION 5.07  Maintaining Records; Access to Properties and
                 Inspections.............................................    101
   SECTION 5.08  Use of Proceeds.........................................    101
   SECTION 5.09  Compliance with Environmental Laws; Environmental
                 Reports.................................................    102
   SECTION 5.10  [Intentionally Omitted].................................    102
   SECTION 5.11  Additional Collateral; Additional Guarantors............    102
   SECTION 5.12  Security Interests; Further Assurances..................    104
   SECTION 5.13  Information Regarding Collateral; Corporate Identity or
                 Taxpayer Identifications................................    104
   SECTION 5.14  Post-Closing Collateral Matters.........................    105
   SECTION 5.15  Borrowing Base-Related Reports..........................    105
   SECTION 5.16  [Intentionally Omitted].................................    107
   SECTION 5.17  [Intentionally Omitted].................................    107
   SECTION 5.18  Maintenance of Real Property............................    107
</TABLE>


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<PAGE>

<TABLE>
<S>                                                                         <C>
ARTICLE VI. NEGATIVE COVENANTS...........................................    107

   SECTION 6.01  Indebtedness............................................    108
   SECTION 6.02  Liens...................................................    111
   SECTION 6.03  Sale and Leaseback Transactions.........................    114
   SECTION 6.04  Investments, Loans and Advances.........................    114
   SECTION 6.05  Mergers, Consolidations, Sales of Assets and
                 Acquisitions............................................    117
   SECTION 6.06  Restricted Payments.....................................    119
   SECTION 6.07  Transactions with Affiliates............................    121
   SECTION 6.08  Financial Covenants.....................................    122
   SECTION 6.09  Limitation on Modifications of Indebtedness;
                 Modifications of Certificate of Incorporation, or Other
                 Constitutive Documents, By-laws and Certain Other
                 Agreements, etc.........................................    122
   SECTION 6.10  Limitation on Certain Restrictions on Subsidiaries......    122
   SECTION 6.11  Limitation on Issuance of Capital Stock.................    123
   SECTION 6.12  Limitation on Creation of Subsidiaries..................    123
   SECTION 6.13  Business................................................    124
   SECTION 6.14  Limitation on Accounting Changes........................    124
   SECTION 6.15  Fiscal Year.............................................    124
   SECTION 6.16  No Negative Pledges.....................................    124
   SECTION 6.17  Lease Obligations.......................................    124
   SECTION 6.18  Upstream Restrictions...................................    124
   SECTION 6.19  Holdings Companies; Inactive Subsidiaries...............    125
   SECTION 6.20  Material Agreements.....................................    125

ARTICLE VII. GUARANTEE...................................................    125

   SECTION 7.01  The Guarantee...........................................    125
   SECTION 7.02  Obligations Unconditional...............................    126
   SECTION 7.03  Reinstatement...........................................    127
   SECTION 7.04  Subrogation; Subordination..............................    128
   SECTION 7.05  Remedies................................................    128
   SECTION 7.06  Instrument for the Payment of Money.....................    128
   SECTION 7.07  Continuing Guarantee....................................    128
   SECTION 7.08  General Limitation on Guarantee Obligations.............    128

ARTICLE VIII. EVENTS OF DEFAULT..........................................    130

ARTICLE IX. COLLATERAL MATTERS; CASH COLLATERAL ACCOUNTS; APPLICATION OF
            COLLATERAL PROCEEDS..........................................    133

   SECTION 9.01  Accounts and Account Collections........................    133
   SECTION 9.02  Inventory; Field Audits and Appraisals..................    136
   SECTION 9.03  Equipment, Real Property and Appraisals.................    136
   SECTION 9.04  Cash Collateral Account.................................    137
   SECTION 9.05  Application of Proceeds.................................    137
</TABLE>


                                      iii

<PAGE>

<TABLE>
<S>                                                                         <C>
ARTICLE X. THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT.............    138

   SECTION 10.01 Appointment.............................................    138
   SECTION 10.02 Administrative Agent and Collateral Agent in Their
                 Individual Capacity.....................................    139
   SECTION 10.03 Exculpatory Provisions..................................    139
   SECTION 10.04 Reliance by the Administrative Agent and the Collateral
                 Agent...................................................    140
   SECTION 10.05 Delegation of Duties....................................    140
   SECTION 10.06 Successor Administrative Agent and/or Collateral Agent..    141
   SECTION 10.07 Non-Reliance on the Administrative Agent, the Collateral
                 Agent or Other Lenders..................................    141
   SECTION 10.08 No Other Administrative Agent or Collateral Agent.......    142
   SECTION 10.09 Indemnification.........................................    142
   SECTION 10.10 Overadvances............................................    142
   SECTION 10.11 Special Agent Advances..................................    143
   SECTION 10.12 Revolving Loan Advances; Payments and Settlements;
                 Interest and Fee Payments...............................    144

ARTICLE XI. MISCELLANEOUS................................................    145

   SECTION 11.01 Notices.................................................    145
   SECTION 11.02 Waivers; Amendment; Releases of Collateral..............    146
   SECTION 11.03 Expenses; Indemnity.....................................    149
   SECTION 11.04 Successors and Assigns..................................    150
   SECTION 11.05 Survival of Agreement...................................    153
   SECTION 11.06 Counterparts; Integration; Effectiveness................    153
   SECTION 11.07 Severability............................................    153
   SECTION 11.08 Right of Setoff.........................................    153
   SECTION 11.09 Governing Law; Jurisdiction; Consent to Service of
                 Process.................................................    154
   SECTION 11.10 Waiver of Jury Trial....................................    154
   SECTION 11.11 Headings................................................    155
   SECTION 11.12 Confidentiality.........................................    155
   SECTION 11.13 Interest Rate Limitation................................    156
   SECTION 11.14 Lender Addendum.........................................    156
   SECTION 11.15 Dollar Equivalent Calculations..........................    156
   SECTION 11.16 Judgment Currency.......................................    156
   SECTION 11.17 Patriot Act.............................................    157

ARTICLE XII. AMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT......    157
</TABLE>


                                       iv

<PAGE>

ANNEXES

Annex I    Applicable Margin
Annex II   Closing Checklist

SCHEDULES

Schedule 1.01(a)      Mortgaged Real Property
Schedule 1.01(b)      Refinancing Indebtedness To Be Repaid
Schedule 1.01(c)      Guarantors
Schedule 1.01(d)      Eligible Equipment and Eligible Real Property
Schedule 1.01(e)      Locations of Eligible Equipment
Schedule 1.01(f)      Intercompany Agreements
Schedule 3.03         Governmental Approvals; Compliance with Laws
Schedule 3.05(b)      Real Property; Maintenance and Repairs
Schedule 3.06(a)      Subsidiaries
Schedule 3.06(c)      Corporate Organizational Chart
Schedule 3.08(c)      Material Agreements
Schedule 3.16         Canadian Pension Plans
Schedule 3.17         Environmental Matters
Schedule 3.18         Insurance
Schedule 3.22         Location of Material Inventory
Schedule 4.01(d)      Local Counsel
Schedule 4.01(n)      Landlord Access Agreements
Schedule 4.01(o)(iii) Title Insurance Amounts
Schedule 5.14         Post-Closing Matters
Schedule 6.01(b)      Existing Indebtedness
Schedule 6.01(c)      Existing Interest Rate Protection Agreements
Schedule 6.02(c)      Existing Liens
Schedule 6.04(a)      Existing Investments
Schedule 6.18         Holdings Companies; Inactive Subsidiaries

EXHIBITS

Exhibit A-1 Form of Administrative Questionnaire
Exhibit A-2 Form of Compliance Certificate
Exhibit A-3 Form of LC Request
Exhibit A-4 Form of Lender Addendum
Exhibit B   Form of Assignment and Acceptance
Exhibit C   Form of Borrowing Request
Exhibit D   Form of Interest Election Request
Exhibit E   Form of Joinder Agreement
Exhibit ECI Form of Customer Agreement


                                        v

<PAGE>

Exhibit F   Form of Landlord Lien Waiver and Access Agreement
Exhibit G   Form of Mortgage
Exhibit H-1 Form of Revolving Note
Exhibit H-2 Form of Swingline Note
Exhibit I-1 Form of Perfection Certificate
Exhibit I-2 Form of Perfection Certificate Supplement
Exhibit J-1 Form of US Security Agreement
Exhibit J-2 Form of Canadian Security Agreement
Exhibit K   Form of Opinion of Blank Rome LLP
Exhibit L   Form of Intercompany Note
Exhibit M   Form of Borrowing Base Certificate
Exhibit SHA Cross Currency Swap Transaction
Exhibit 12  Exiting Lender Interest


                                       vi

<PAGE>

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "AGREEMENT") dated
as of November 23, 2005, is among GENERAL CABLE INDUSTRIES, INC., a Delaware
corporation ("BORROWER"), the Guarantors (such term and each other capitalized
term used but not defined herein having the meaning given to it in Article I),
the Lenders, MERRILL LYNCH CAPITAL a division of Merrill Lynch Business
Financial Services Inc. and UBS SECURITIES LLC, as joint lead arrangers
(collectively, in such capacity, "ARRANGERS"), NATIONAL CITY BUSINESS CREDIT,
INC., as syndication agent (in such capacity, "SYNDICATION AGENT"), BANK OF
AMERICA, N.A., as documentation agent (in such capacity, "DOCUMENTATION AGENT"),
UBS AG, STAMFORD BRANCH, in its individual capacity (in such capacity, "UBS"),
as issuing bank and MERRILL LYNCH BANK USA, in its individual capacity (in such
capacity, "MERRILL LYNCH BANK"), as issuing bank (UBS and Merrill Lynch Bank
each in such capacity, "ISSUING BANK"), and MERRILL LYNCH CAPITAL, a division of
Merrill Lynch Business Financial Services Inc., in its individual capacity (in
such capacity, "Merrill"), as swingline lender (in such capacity, "SWINGLINE
LENDER"), as Administrative Agent (in such capacity, "ADMINISTRATIVE AGENT") for
the Lenders, and collateral agent and as security trustee (in such capacity,
"COLLATERAL AGENT") for the Secured Parties.

                                   WITNESSETH:

     WHEREAS, Borrower and certain parties hereto are parties to an Amended and
Restated Credit Agreement, dated as of October 22, 2004 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Prior Credit
Agreement"), pursuant to which the Lenders extended Revolving Loans and other
Credit Extensions in an aggregate principal amount at any time outstanding not
in excess of $275.0 million for the purposes of (a) restating and refinancing
outstanding borrowings under the Original Credit Agreement (as hereinafter
defined), (b) financing any Permitted Loan Funded Acquisition and (c) providing
funds for general corporate purposes of Borrower;

     WHEREAS, immediately prior to the effectiveness of this Agreement, UBS will
resign as the administrative agent under the Prior Credit Agreement and the
other Loan Documents and, pursuant to this Agreement, Merrill will be appointed
as the Administrative Agent hereunder and under the other Loan Documents;

     WHEREAS, Borrower, the Administrative Agent, the Collateral Agent and
Lenders desire to amend and restate the Prior Credit Agreement on the terms set
forth herein to, among other things, (a) reduce the Applicable Margins as set
forth herein and (b) increase the aggregate Revolving Commitments.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, and for other good and valuable consideration, the
parties hereto agree to amend and restate the Prior Credit Agreement in its
entirety as follows:


                                        1

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.01 DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings specified below:

     "ABR", when used in reference to any Loan or Borrowing, is used when such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate
determined by reference to the Alternate Base Rate.

     "ABR BORROWING" shall mean a Borrowing comprised of ABR Loans.

     "ABR LOAN" shall mean any ABR Revolving Loan.

     "ABR REVOLVING BORROWING" shall mean a Borrowing comprised of ABR Revolving
Loans.

     "ABR REVOLVING LOAN" shall mean any Revolving Loan bearing interest at a
rate determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

     "ACCOUNT DEBTOR" shall mean any Person who may become obligated to another
Person under, with respect to, or on account of, an Account.

     "ACCOUNTING CHANGES" shall have meaning assigned to such term in Section
1.04.

     "ACCOUNTS" shall mean all "accounts," as such term is defined in the UCC,
in which any Person now or hereafter has rights, including, without limitation,
any and all rights to payment for the sale or lease of goods or rendition of
services, whether or not they have been earned by performance, in each case, for
purposes of calculating the Borrowing Base, net of any credits, rebates or
offsets owed by Borrower or Borrowing Base Guarantors to the respective
customer.

     "ACQUISITION CONSIDERATION" shall mean the purchase consideration for any
Permitted Acquisition and all other payments paid to or for the benefit of the
seller by Holdings or any of its Subsidiaries in exchange for, or as part of, or
in connection with, any Permitted Acquisition, whether paid in cash or by
exchange of Equity Interests or of assets or otherwise and whether payable at or
prior to the consummation of such Permitted Acquisition or deferred for payment
at any future time, whether or not any such future payment is subject to the
occurrence of any contingency, and includes any and all payments representing
the purchase price and any assumptions of Indebtedness, "earn-outs" and other
agreements to make any payment the amount of which is, or the terms of payment
of which are, in any respect subject to or contingent upon the revenues, income,
cash flow or profits (or the like) of any Person or business.

     "ACQUISITION DEBT ISSUANCE" shall mean unsecured Indebtedness issued to
seller(s) or to or sold through financial institutions acceptable to the
Administrative Agent in its reasonable discretion as consideration for a
Permitted Non-Loan Funded Acquisition in an amount, on such terms (including
ownership and structure of the Person being acquired and the identity of all


                                        2

<PAGE>

obligors with respect to such debt), and subordinated to the Obligations in a
manner and form satisfactory to the Administrative Agent in its reasonable
discretion as to right and time of payment and as to any other terms, rights and
remedies thereunder.

     "ACTIVATION NOTICE" shall have the meaning assigned to such term in Section
9.01(e)(i).

     "ADJUSTED LIBOR RATE" shall mean, with respect to any Eurodollar Revolving
Borrowing for any Interest Period, (a) an interest rate per annum (rounded
upward, if necessary, to the next 1/100 of 1%) determined by the Administrative
Agent to be equal to the LIBOR Rate for such Eurodollar Revolving Borrowing in
effect for such Interest Period divided by (b) 1 minus the Statutory Reserves
(if any) for such Eurodollar Revolving Borrowing for such Interest Period.

     "ADMINISTRATIVE AGENT" shall have the meaning assigned to such term in the
preamble hereto and includes each other Person appointed as the successor
pursuant to Article X.

     "ADMINISTRATIVE AGENT FEES" shall have the meaning assigned to such term in
Section 2.05(b).

     "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative Questionnaire
in the form of Exhibit A, or such other form as may be supplied from time to
time by the Administrative Agent.

     "AFFILIATE" shall mean, when used with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified; provided, however, that, for purposes of Section 6.07, the term
"Affiliate" shall also include any Person that directly or indirectly owns more
than 20% of any class of Equity Interests of the Person specified or that is an
executive officer or director of the Person specified.

     "AGREEMENT" shall have the meaning assigned to such term in the preamble
hereto.

     "ALTERNATE BASE RATE" shall mean, for any day, a rate per annum (rounded
upward, if necessary, to the next 1/100 of 1%) equal to the greater of (a) the
Base Rate in effect on such day and (b) the Federal Funds Effective Rate in
effect on such day plus 0.50%. If the Administrative Agent shall have determined
(which determination shall be conclusive absent manifest error) that it is
unable to ascertain the Federal Funds Effective Rate for any reason, including
the inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms of the definition thereof, the Alternate
Base Rate shall be determined without regard to clause (b) of the preceding
sentence until the circumstances giving rise to such inability no longer exist.
Any change in the Alternate Base Rate due to a change in the Base Rate or the
Federal Funds Effective Rate shall be effective on the effective date of such
change in the Base Rate or the Federal Funds Effective Rate, respectively.

     "APPLICABLE MARGIN" shall mean, for any day, with respect to any Revolving
Loan, the applicable percentage set forth in Annex I under the appropriate
caption, based upon average daily Excess Availability for the most recent fiscal
quarter.


                                        3

<PAGE>

     "ARRANGERS" shall have the meaning assigned to such term in the preamble
hereto.

     "ASSET SALE" shall mean (a) any conveyance, sale, lease, sublease,
assignment, transfer or other disposition (including by way of merger or
consolidation and including any sale and leaseback transaction) of any Property
(including stock of any Subsidiary of Holdings by the holder thereof) by
Holdings, Intermediate Holdings, Borrower or any of their Subsidiaries to any
Person other than Borrower or any Guarantor (excluding (i) Inventory sold in the
ordinary course of business, (ii) any sale or discount, in each case without
recourse, of accounts receivable arising in the ordinary course of business, but
only in connection with the compromise or collection thereof, (iii) disposals of
obsolete, uneconomical, negligible, worn out or surplus Property in the ordinary
course of business or (iv) sales of Cash Equivalents and marketable securities)
and (b) any issuance or sale by any Subsidiary of Holdings of its Equity
Interests to any Person (other than to Borrower or any Guarantor).

     "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and acceptance entered
into by a Lender and an assignee, and accepted by the Administrative Agent, in
the form of Exhibit B, or such other form as shall be approved by the
Administrative Agent.

     "ATTRIBUTABLE INDEBTEDNESS" shall mean, when used with respect to any sale
and leaseback transaction, as at the time of determination, the present value
(discounted at a rate equivalent to the then-current weighted average cost of
funds for borrowed money of Holdings and all of its Domestic Subsidiaries as at
the time of determination, compounded on a semi-annual basis) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in any such sale and leaseback transaction.

     "AUTOZONE ACCOUNT(S)" shall mean those certain Account(s) with AutoZone,
Inc. as the Account Debtor, owing to Borrower, any Borrowing Base Guarantor, or
any Subsidiary thereof.

     "AVAILABLE AMOUNT" shall mean, with respect to any Eligible Account, an
amount equal to the book value of such Eligible Account multiplied by the then
applicable advance rate with respect to such Eligible Account, as adjusted by
the Collateral Agent in its reasonable credit judgment and pursuant to the
Credit Agreement.

     "BASE RATE" shall mean a variable per annum rate, as of any date of
determination, equal to the rate of interest which is identified and normally
published by Bloomberg Professional Service Page Prime as the "Prime Rate" (or,
if more than one rate is published as the Prime Rate, then the highest of such
rates). Any change in Base Rate will become effective as of the date the rate of
interest which is so identified as the "Prime Rate" is different from that
published on the preceding Business Day. If Bloomberg Professional Service no
longer reports the Prime Rate, or if such Page Prime no longer exists, the
Administrative Agent may select a reasonably comparable index or source to use
as the basis for the Base Rate, provided that Administrative Agent shall give
prompt subsequent notice of such selection to Borrower.

     "BIA" shall mean the Bankruptcy and Insolvency Act (Canada), as the same
may be in effect from time to time.

     "BLOCKED ACCOUNT" shall have the meaning assigned to such term in Section
9.01(d).


                                        4

<PAGE>

     "BOARD" shall mean the Board of Governors of the Federal Reserve System of
the United States.

     "BORROWER" shall have the meaning assigned to such term in the preamble
hereto.

     "BORROWING" shall mean (a) Revolving Loans of the same Class and Type,
made, converted or continued on the same date and, in the case of Eurodollar
Revolving Loans, as to which a single Interest Period is in effect, or (b) a
Swingline Loan.

     "BORROWING BASE" shall mean at any time, subject to adjustment as provided
in Section 2.19, an amount equal to the lesser of:

     (a)  an amount equal to the sum of, without duplication:

          (i) the book value of Eligible Accounts of Borrower multiplied by the
advance rate of 85%, plus

          (ii) the lesser of (i) the advance rate of 60% of the Cost of Eligible
Inventory of Borrower or (ii) the advance rate of 85% of the Net Recovery Cost
Percentage multiplied by the Cost of Eligible Inventory of Borrower, plus

          (iii) the aggregate of all Incorporated Borrowing Bases, plus

          (iv) the lesser of (i) the Fixed Asset Loan Value of Borrower
multiplied by the FALV Amortization Factor or (ii) $50.0 million, minus

          (v) effective immediately upon notification thereof to Borrower by the
Collateral Agent, any Reserves established from time to time by the Collateral
Agent in the exercise of its reasonable credit judgment;

     or

     (b) the maximum amount permitted to be outstanding pursuant to Section
4.10(b)(3) of the Qualified Senior Note Indenture.

Assets denominated in Canadian Dollars shall for purposes hereof be valued at
the Dollar Equivalents.

The Borrowing Base at any time shall be determined by reference to the most
recent Borrowing Base Certificate theretofore delivered to the Collateral Agent
and the Administrative Agent with such adjustments (subject to any Lender
approval required by Section 2.19) as the Collateral Agent deem appropriate in
its reasonable credit judgment to assure that the Borrowing Base is calculated
in accordance with the terms of this Agreement.

     "BORROWING BASE CERTIFICATE" shall mean an Officers' Certificate from
Borrower, substantially in the form of, and containing the information
prescribed by, Exhibit M, delivered to the Administrative Agent and the
Collateral Agent setting forth Borrower's calculation of the


                                        5

<PAGE>

Borrowing Base (including the maximum amount permitted to be outstanding
pursuant to Section 4.10(b)(3) of the Qualified Senior Note Indenture).

     "BORROWING BASE GUARANTOR" shall mean Holdings, Intermediate Holdings,
General Cable Canada, General Cable LLC, General Cable Texas, General Cable
Technologies and any other Wholly Owned Subsidiary of Borrower which may
hereafter be approved by Administrative Agent and Collateral Agent which (a) is
a Domestic Subsidiary or a Canadian Subsidiary, (b) is currently able to prepare
all collateral reports in a comparable manner to the Borrower's reporting
procedures and (c) has executed and delivered to Collateral Agent such joinder
agreements to guarantees, contribution and set-off agreements and other Security
Documents as Collateral Agent has reasonably requested so long as Collateral
Agent has received and approved, in its reasonable discretion, (i) a collateral
audit and Inventory Appraisal conducted by an independent appraisal or audit
firm designated by Collateral Agent and reasonably acceptable to Borrower and
(ii) all UCC or PPSA search results necessary to confirm Collateral Agent's
first priority Lien on all of such Borrowing Base Guarantor's personal Property,
subject to Permitted Liens.

     "BORROWING BASE GUARANTOR INTERCOMPANY LOAN ACCOUNT" shall mean the sum of
(a) the net amount of any intercompany advances (including Letters of Credit
issued for the account or benefit of a Borrowing Base Guarantor) which are made
and are outstanding to or for the account of a Borrowing Base Guarantor from
Borrower and (b) interest accrued and unpaid on such amount at the rate per
annum equal to the Alternate Base Rate plus the Applicable Margin in effect from
time to time.

     "BORROWING REQUEST" shall mean a request by Borrower in accordance with the
terms of Section 2.03 and substantially in the form of Exhibit C, or such other
form as shall be approved by the Administrative Agent.

     "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or other
day on which either the New York Stock Exchange is closed, or on which
commercial banks in New York City and Chicago are authorized or required by law
to close; provided, however, that when used in connection with a Eurodollar
Revolving Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in Dollar deposits in the London interbank
market.

     "CANADIAN" shall mean, as to any Person, a Person that is created or
organized under the laws of Canada or a Province or territory of Canada.

     "CANADIAN BENEFIT PLANS" shall mean all material employee benefit plans of
any nature or kind whatsoever that are not Canadian Pension Plans and are
maintained or contributed to by any Loan Party having employees in Canada.

     "CANADIAN DOLLARS" and the sign "CDN$" shall mean lawful currency of
Canada.

     "CANADIAN GUARANTY" shall mean that certain Guarantee dated as of the
Original Closing Date addressed to the Collateral Agent for the benefit of the
Secured Parties by General Cable Canada, and that certain Guarantee dated as of
the Original Closing Date addressed to the Collateral Agent for the benefit of
the Secured Parties by General Cable Canada Ltd., an Ontario corporation, which
are governed by Canadian law, as the same may from time to time be


                                        6

<PAGE>

modified, amended, extended or reaffirmed in accordance with the terms hereof
and with the consent of Collateral Agent.

     "CANADIAN PENSION PLANS" shall mean each plan which is considered to be a
pension plan for the purposes of any applicable pension benefits standards
statute and/or regulation in Canada established, maintained or contributed to by
any Loan Party for its employees or former employees and shall not mean the
Canadian Pension Plan that is maintained by the Government of Canada.

     "CANADIAN PLEDGE AGREEMENTS" shall mean that certain ULC Securities Pledge
Agreement by Holdings pledging all of its Equity Interests in General Cable
Canada, that certain ULC Securities Pledge Agreement by Marathon Manufacturing
Holdings, Inc., a Delaware corporation, pledging all of its Equity Interests in
General Cable Canada, and that certain ULC Securities Pledge Agreement by
General Cable Canada Ltd., an Ontario corporation, pledging all of its Equity
Interests in General Cable Canada, each dated as of the Original Closing Date
addressed to Collateral Agent for the benefit of the Secured Parties, as the
same may from time to time be modified, amended, extended or reaffirmed in
accordance with the terms hereof and with the consent of Collateral Agent.

     "CANADIAN PRIORITY PAYMENT RESERVE" shall mean, at any time, with respect
to General Cable Canada and any other Canadian Loan Party, the amount past due
and owing by any such Person, or the accrued amount for which any such Person
has an obligation to remit to a Governmental Authority or other Person pursuant
to any applicable law, rule or regulation, in respect of (i) pension fund
obligations; (ii) unemployment insurance; (iii) goods and services taxes; sales
taxes; employee income taxes and other taxes payable or to be remitted or
withheld; (iv) workers' compensation; (v) vacation pay; and (vi) other like
charges and demands; in each case, in respect of which any Governmental
Authority or other Person may claim a security interest, lien, trust or other
claim ranking or capable of ranking in priority to or pari passu with one or
more of the Liens granted in the Security Documents.

     "CANADIAN SECURITY AGREEMENT" shall mean that certain Security Agreement
dated as of the Original Closing Date addressed to the Collateral Agent for the
benefit of the Secured Parties by General Cable Canada, which is governed by
Canadian law, as the same may from time to time be modified, amended, extended
or reaffirmed in accordance with the terms hereof and with the consent of
Collateral Agent.

     "CAPITAL EXPENDITURES" shall mean, with respect to any Person, for any
period, the aggregate amount of all expenditures by such Person and its
Subsidiaries during that period for fixed or capital assets that, in accordance
with GAAP, are or should be classified as capital expenditures in the
consolidated balance sheet of such Person and its Consolidated Subsidiaries.

     "CAPITAL LEASE OBLIGATIONS" of any Person shall mean the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) Property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.


                                        7

<PAGE>

     "CASH COLLATERAL ACCOUNT" shall have the meaning assigned to such term in
Section 9.04.

     "CASH EQUIVALENTS" shall mean, as to any Person: (a) securities issued, or
directly, unconditionally and fully guaranteed or insured, by the United States
or any agency or instrumentality thereof (provided, that the full faith and
credit of the United States is pledged in support thereof) having maturities of
not more than one year from the date of acquisition by such Person; (b)
securities issued, or directly, unconditionally and fully guaranteed or insured,
by any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof maturing within one year from
the date of acquisition thereof and, at the time of acquisition, having one of
the two highest ratings obtainable from either Standard & Poor's Ratings Group
or Moody's Investors Services, Inc.; (c) time deposits and certificates of
deposit or bankers' acceptance of any Lender or any commercial bank having, or
which is the principal banking subsidiary of a bank holding company organized
under the laws of the United States, any state thereof or the District of
Columbia having, capital and surplus aggregating in excess of $500.0 million and
a rating of "A" (or such other similar equivalent rating) or higher by at least
one nationally recognized statistical rating organization (as defined in Rule
436 under the Securities Act) with maturities of not more than one year from the
date of acquisition by such Person; (d) repurchase obligations with a term of
not more than 30 days for underlying securities of the types described in
clauses (a) and (b) above entered into with any bank meeting the qualifications
specified in clauses (c) above, which repurchase obligations are secured by a
valid perfected security interest in the underlying securities; (e) commercial
paper issued by any Person incorporated in the United States rated at least A-1
or the equivalent thereof by Standard & Poor's Rating Service or at least P-1 or
the equivalent thereof by Moody's Investors Service, Inc., and in each case
maturing not more than one year after the date of acquisition by such Person;
(f) investments in money market funds substantially all of whose assets are
comprised of securities of the types described in clauses (a) through (e) above;
and (g) demand deposit accounts maintained in the ordinary course of business.

     "CASH MANAGEMENT SYSTEM" shall have the meaning assigned to such term in
Section 9.01(e).

     "CASUALTY EVENT" shall mean, with respect to any Property (including Real
Property) of any Person (other than a Person which is a Foreign Subsidiary of
Holdings) any loss of title with respect to such Property or any loss of or
damage to or destruction of, or any condemnation or other taking (including by
any Governmental Authority) of, such Property for which such Person or any of
its Subsidiaries (other than Foreign Subsidiaries) receives insurance proceeds
or proceeds of a condemnation award or other compensation. "Casualty Event"
shall include but not be limited to any taking of all or any part of any Real
Property of any such Person or any part thereof, in or by condemnation or other
eminent domain proceedings pursuant to any law, or by reason of the temporary
requisition of the use or occupancy of all or any part of any Real Property of
any such Person or any part thereof by any Governmental Authority, civil or
military.

     "CCAA" shall mean the Companies' Creditors Agreement Act (Canada), as the
same may be in effect from time to time.


                                        8

<PAGE>

     "CERCLA" shall mean the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq.

     "CHANGE IN CONTROL" shall be deemed to have occurred if: (a) any Person or
group (within the meanings of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder as in effect on the date
hereof) acquires ownership, directly or indirectly, beneficially or of record,
of capital stock representing more than 30% of the aggregate ordinary voting
power represented by the issued and outstanding stock of Holdings, (b)
occupation of a majority of the seats (other than vacant seats) on the board of
directors of Holdings by Persons who were not (i) directors of Holdings on the
date hereof, (ii) nominated by the board of directors of Holdings, or (iii)
appointed by directors so nominated (it being understood that, in the absence of
an event described in clause (a) or (b), the replacement of one or more officers
of Holdings shall not in and of itself constitute a Change in Control), (c)
Holdings at any time ceases to own and control 100% of the capital stock of
Intermediate Holdings, (d) Intermediate Holdings at any time ceases to own and
control 100% of the capital stock of Borrower, (f) Holdings at any time ceases
to, directly or indirectly, own and control 100% of each class of the
outstanding equity interests of each Borrowing Base Guarantor and (g) at any
time a change of control occurs under and as defined in any documentation
relating to any Material Indebtedness.

     "CHANGE IN LAW" shall mean (a) the adoption of any law, treaty, order, rule
or regulation after the date of this Agreement, (b) any change in any law,
treaty, order, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or Issuing Bank (or for purposes of Section 2.12(b), by
any lending office of such Lender or by such Lender's or Issuing Bank's holding
company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of
this Agreement.

     "CHARGES" shall have the meaning assigned to such term in Section 11.13.

     "CHATTEL PAPER" shall mean all "chattel paper," as such term is defined in
the UCC as in effect on the date hereof in the State of New York, in which any
Person now or hereafter has rights.

     "CLASS", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are Revolving Loans or
Swingline Loans and, when used in reference to any Commitment, refers to whether
such Commitment is a Revolving Commitment, Swingline Commitment or LC
Commitment.

     "CLOSING DATE" shall mean November 23, 2005.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

     "COLLATERAL" shall mean, collectively, all of the Security Agreement
Collateral, the Mortgaged Real Property and all other Property of whatever kind
and nature pledged as collateral under any Security Document.


                                        9

<PAGE>

     "COLLATERAL AGENT" shall have the meaning assigned to such term in the
preamble hereto and shall include the Collateral Agent in its capacity as
trustee for the Secured Parties solely for the purposes of English law in
respect of the Collateral which is the subject of the Security Documents and
Foreign Pledge Agreements governed by English law, and each other Person
appointed as the successor pursuant to Article X

     "COLLATERAL AGENT FEE" shall have the meaning ascribed to such term in
Section 2.05(b)(ii).

     "COLLECTION ACCOUNT" shall have the meaning assigned to such term in
Section 9.01(e)(i)

     "COMMERCIAL LETTER OF CREDIT" shall mean any letter of credit or similar
instrument issued for the account of Borrower for the benefit of Borrower or any
Borrowing Base Guarantor, for the purpose of providing the primary payment
mechanism in connection with the purchase of materials, goods or services by
Borrower or any Borrowing Base Guarantor in the ordinary course of their
businesses.

     "COMMITMENT" shall mean, with respect to any Lender, such Lender's
Revolving Commitment, LC Commitment or Swingline Commitment.

     "COMMITMENT FEE" shall have the meaning assigned to such term in Section
2.05(a).

     "COMMITMENT INCREASE" shall have the meaning assigned to such term in
Section 2.20.

     "COMMITMENTS" shall mean the aggregate sum of each Lender's Commitment.

     "COMPANIES" shall mean Holdings and its Subsidiaries; and "COMPANY" shall
mean any one of them.

     "COMPLIANCE CERTIFICATE" shall mean a certificate of a Financial Officer
substantially in the form of Exhibit A-2.

     "CONCENTRATION ACCOUNT" shall have the meaning assigned to such term in
Section 9.01(e)(i).

     "CONCENTRATION ACCOUNT BANK" shall have the meaning assigned to such term
in Section 9.01(e)(i).

     "CONFIDENTIAL INFORMATION MEMORANDA" shall mean (a) that certain
confidential offering memorandum dated as of November 19, 2003 with respect to
the proposed issuance by Holdings of the Qualified Senior Notes, (b) that
certain confidential offering memorandum dated as of November 19, 2003 with
respect to the proposed issuance by Holdings of the Convertible Preferred Stock
and (c) that certain prospectus supplement dated as of November 19, 2003 with
respect to the proposed issuance by Holdings of its New Common Stock.

     "CONSOLIDATED COMPANIES" shall mean Holdings and its Consolidated
Subsidiaries.


                                       10

<PAGE>

     "CONSOLIDATED EBITDA" shall mean, for any applicable measurement period,
Consolidated Net Income for such period, as adjusted by adding thereto (a) any
provision for (or less any benefit from) income and franchise taxes included in
the determination of net income for such period, (b) the amount of Consolidated
Interest Expense, (c) amortization and depreciation deducted in the
determination of net income for such period, (d) amortization of debt discount
and deferred financing costs, capitalized interest, interest paid in kind, (e)
losses (or less gains) from Asset Sales included in the determination of net
income for such period (excluding sales expenses or losses related to current
assets), (f) other non-cash losses (or less gains) included in the determination
of net income for such period and for which no cash outlay (or cash receipt) is
foreseeable, (g) employee severance and other unusual charges of up to $30.0
million in the aggregate for such period, to the extent recorded for the
financial reporting purposes prior to the first anniversary of the Original
Closing Date and relating to closures of plants located at (i) 37 Cushman St.,
Taunton MA 02780, (ii) 440 East 8th Street, Marion, IN 46953 and (iii) 75 Canal
St., South Hadley, MA 01075, and (h) with the consent of the Administrative
Agent, which may be withheld in its reasonable credit judgment, extraordinary
losses (or less gains) included in the determination of net income during such
period, net of related tax effects.

     "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" shall mean, for any Test Period,
the ratio of (a) Consolidated EBITDA for such Test Period less (i) the amount of
all Capital Expenditures made by Holdings and its Subsidiaries during such
period and (ii) all cash payments in respect of income taxes made during such
period (net of any cash refund in respect of income taxes actually received
during such period) to (b) Consolidated Fixed Charges for such Test Period.

     "CONSOLIDATED FIXED CHARGES" shall mean, for any period, the sum, without
duplication, of (a) Consolidated Interest Expense for such period; (b) the
scheduled principal amount of all amortization payments on all Indebtedness
(including the principal component of all Capital Lease Obligations) of Holdings
and its Subsidiaries for such period (as determined on the first day of the
respective period); (c) all dividend payments on any series of Disqualified
Capital Stock of Holdings, and (d) all accrued dividends on any Preferred Stock
(other than Disqualified Capital Stock) of Holdings, including the Convertible
Preferred Stock (including dividends payable through the issuance of Equity
Interests to the extent Holdings has not irrevocably declared such dividends to
be payable through the issuance of Equity Interests). Consolidated Fixed Charges
for Test Periods ending March 31, 2004, June 30, 2004 and September 30, 2004,
shall be deemed to be, respectively, the Consolidated Fixed Charges as
calculated for the period commencing on January 1, 2004 and ending on (x) March
31, 2004 and multiplied by 4.0, (y) June 30, 2004 and multiplied by 2.0 and (z)
September 30, 2004 and multiplied by 1.333.

     "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, without
duplication, the total consolidated interest expense of Holdings and its
Consolidated Subsidiaries for such period (calculated without regard to any
limitations on the payment thereof and including commitment fees, letter of
credit fees and net amounts payable under Interest Rate Protection Agreements)
determined in accordance with GAAP plus, without duplication, (a) the portion of
Capital Lease Obligations of Holdings and its Consolidated Subsidiaries
representing the interest factor for such period, (b) imputed interest on
Attributable Indebtedness, (c) cash contributions to any employee stock
ownership plan or similar trust to the extent such contributions are used by
such plan or trust to pay interest or fees to any Person (other than Borrower or
a Wholly Owned


                                       11

<PAGE>

Subsidiary) in connection with Indebtedness incurred by such plan or trust, (d)
all interest paid or payable with respect to discontinued operations, (e) all
dividend payments on any series of any Preferred Stock of any Subsidiary of
Holdings (other than any Preferred Stock held by Holding or a Wholly Owned
Subsidiary), and (f) all interest on any Indebtedness of the type described in
clause (f) or (k) of the definition of "Indebtedness" with respect to Holdings
or any of its Subsidiaries.

     "CONSOLIDATED NET INCOME" shall mean, for any period, the consolidated net
income of Holdings and its Consolidated Subsidiaries determined in accordance
with GAAP, but excluding in any event (a) with the consent of Administrative
Agent, which may be withheld in its reasonable credit judgment, after-tax
extraordinary gains or extraordinary losses; (b) after-tax gains or losses
realized from (i) the acquisition of any securities, or the extinguishment or
conversion of any Indebtedness or Equity Interest, of Holdings or any of its
Subsidiaries or (ii) any sales of assets (other than Inventory in the ordinary
course of business); (c) net earnings or loss of any other Person (other than a
Subsidiary of Holdings) in which Holdings or any Consolidated Subsidiary has an
ownership interest, except (in the case of any such net earnings) to the extent
such net earnings shall have actually been received by Holdings or such
Consolidated Subsidiary (subject to the limitation in clause (d) below) in the
form of cash dividends or distributions; (d) the net income of any Consolidated
Subsidiary to the extent that the declaration or payment of dividends or similar
distributions by such Consolidated Subsidiary of its net income is not at the
time of determination permitted without approval under applicable law or
regulation or under such Consolidated Subsidiary's organizational documents or
any agreement (except such restrictions as are approved in writing and in
advance by the Administrative Agent) or instrument applicable to such
Consolidated Subsidiary or its stockholders; (e) gains or losses from the
cumulative effect of any change in accounting principles; (f) earnings resulting
from any reappraisal, revaluation or write-up of assets; and (g) the income (or
loss) of any Person accrued prior to the date it becomes a Subsidiary of
Holdings or any Consolidated Subsidiary or is merged into or consolidated with
Holdings or any Consolidated Subsidiary or that Person's assets are acquired by
Holdings or such Consolidated Subsidiary.

     "CONSOLIDATED SUBSIDIARY" shall mean, as to any Person, all Subsidiaries of
such Person which are consolidated with such Person for financial reporting
purposes in accordance with GAAP.

     "CONTESTED COLLATERAL LIEN CONDITIONS" shall mean, with respect to any
Permitted Lien of the type described in paragraphs (a), (b) and (f) of Section
6.02, the following conditions:

          (a) any Loan Party shall be contesting such Lien in good faith;

          (b) to the extent such Lien is in an amount in excess of $250,000, in
     the aggregate with all other such Liens, the Collateral Agent shall have
     established a Reserve (to the extent of such Lien on Eligible Accounts,
     Eligible Inventory, Eligible Equipment or Eligible Real Property) with
     respect thereto or obtained a bond in an amount sufficient to pay and
     discharge such Lien and the Collateral Agent's reasonable estimate of all
     interest and penalties related thereto; and


                                       12

<PAGE>

          (c) such Lien shall in all respects be subject and subordinate in
     priority to the Lien and security interest created and evidenced by the
     Security Documents, except if and to the extent that the law or regulation
     creating, permitting or authorizing such Lien provides that such Lien is or
     must be superior to the Lien and security interest created and evidenced by
     the Security Documents.

     "CONTINGENT OBLIGATION" shall mean, as to any Person, any obligation,
agreement, understanding or arrangement of such Person guaranteeing or intended
to guarantee any Indebtedness, leases, dividends or other obligations ("PRIMARY
OBLIGATIONS") of any other Person (the "PRIMARY OBLIGOR") in any manner, whether
directly or indirectly, including, without limitation, any obligation of such
Person, whether or not contingent, (a) to purchase any such primary obligation
or any Property constituting direct or indirect security therefor; (b) to
advance or supply funds (i) for the purchase or payment of any such primary
obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary
obligor; (c) to purchase Property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation; (d) with respect
to bankers' acceptances and letters of credit, until a reimbursement obligation
arises; or (e) otherwise to assure or hold harmless the holder of such primary
obligation against loss in respect thereof; provided, however, that the term
"Contingent Obligation" shall not include endorsements of instruments for
deposit or collection in the ordinary course of business or any product
warranties for deposit or collection in the ordinary course of business. The
amount of any Contingent Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the primary obligation in respect of which such
Contingent Obligation is made (or, if less, the maximum amount of such primary
obligation for which such Person may be liable, whether severally or jointly,
pursuant to the terms of the instrument evidencing such Contingent Obligation)
or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such Person is required to perform thereunder) as
determined by such Person in good faith.

     "CONTROL" shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "CONTROLLING" and "CONTROLLED" shall have meanings correlative
thereto.

     "CONVERTIBLE PREFERRED STOCK" shall mean Holdings' 5.75% Series A
Redeemable Convertible Preferred Stock of Holdings, par value $0.01 per share,
liquidation preference $50 per share, issued pursuant to the Convertible
Preferred Stock Documents.

     "CONVERTIBLE PREFERRED STOCK DOCUMENTS" shall mean the Certificate of
Designations relating to the Convertible Preferred Stock, the Convertible
Preferred Stock Purchase Agreement and other documents pursuant to which the
Convertible Preferred Stock is issued and all other documents executed and
delivered with respect to the Convertible Preferred Stock, in each case in the
form delivered to the Administrative Agent prior to the Original Closing Date.

     "COST" shall mean, as determined by Collateral Agent in good faith, with
respect to Inventory, the lower of (a) landed cost computed on a first-in
first-out basis in accordance with GAAP or (b) market value; provided, that for
purposes of the calculation of the Borrowing Base,


                                       13

<PAGE>

(i) the Cost of the Inventory shall not include: (A) the portion of the cost of
Inventory equal to the profit earned by any Affiliate on the sale thereof to
Borrower or the Borrowing Base Guarantors, (B) write-ups or write-downs in cost
with respect to currency exchange rates, or (C) as determined by the Collateral
Agent in the Collateral Agent's reasonable credit judgment, any costs associated
with shipping, handling, customs duties, or other in-bound freight charges, and
(ii) notwithstanding anything to the contrary contained herein, the cost of the
Inventory shall be computed in the same manner and consistent with the most
recent Inventory Appraisal which has been received and approved by Collateral
Agent in its reasonable discretion.

     "CREDIT EXTENSION" shall mean, as the context may require, (a) the making
of a Loan by a Lender or (b) the issuance of any Letter of Credit, or the
amendment, extension or renewal of any existing Letter of Credit, by the Issuing
Bank, in each case, whether pursuant to the Original Credit Agreement, the Prior
Credit Agreement or this Agreement; provided, that "Credit Extensions" shall
include conversions and continuations of outstanding Revolving Loans.

     "DEBT ISSUANCE" shall mean the incurrence by Holdings, Intermediate
Holdings, Borrower or any of their Subsidiaries of any Indebtedness after the
Original Closing Date (other than as permitted by Section 6.01).

     "DEFAULT" shall mean any event, occurrence or condition which is, or upon
notice, lapse of time or both would constitute, an Event of Default.

     "DEFAULT ALLOCATION PERCENTAGE" as to any Lender shall mean the quotient
(determined as a percentage) determined as of the date of an Event of Default,
whose numerator equals the principal, interest, fees and other Obligations owing
to such Lender (including all advances made by such Lender following such Event
of Default) plus the amount of such Lender's marked-to-market exposure under
Specified Hedging Agreements as of such date and whose denominator equals the
principal, interest, fees and other Obligations owing to all Lenders (including
all advances made by the Lenders following such Event of Default) plus the
amount of all Lenders' marked-to-market exposure under Specified Hedging
Agreements as of such date.

     "DEPOSIT ACCOUNT CONTROL AGREEMENT" means an agreement, in form and
substance satisfactory to Collateral Agent, among Collateral Agent, Borrower or
a Guarantor maintaining a deposit account at any bank, and such bank, which
agreement provides that (a) such bank shall comply with instructions originated
by Collateral Agent directing disposition of the funds in such deposit account
without further consent by Borrower or such Guarantor (as applicable), and (b)
such bank shall agree that it shall have no Lien on, or right of setoff against,
such deposit account or the contents thereof, other than in respect of
commercially reasonable fees and other items expressly consented to by
Collateral Agent, and containing such other terms and conditions as Collateral
Agent may require, including as to any such agreement pertaining to any Blocked
Account, providing that all items received or deposited in such Blocked Account
are the property of Collateral Agent, and that such bank shall wire, or
otherwise transfer, in immediately available funds, on a daily basis to the
Concentration Account, or, in the case of the Concentration Account, to the
Collection Account, all funds received or deposited into such Blocked Account.


                                       14

<PAGE>

     "DISQUALIFIED CAPITAL STOCK" shall mean any Equity Interest (other than
Convertible Preferred Stock) which, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon
the happening of any event, (a) matures (excluding any maturity as the result of
an optional redemption by the issuer thereof) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the
option of the holder thereof, in whole or in part, on or prior to the first
anniversary of the Maturity Date, (b) is convertible into or exchangeable
(unless at the sole option of the issuer thereof) for (i) debt securities or
(ii) any Equity Interests referred to in (a) above, in each case at any time
prior to the first anniversary of the Maturity Date, or (c) contains any
repurchase obligation which may come into effect prior to payment in full of all
Obligations.

     "DOCUMENTATION AGENT" shall have the meaning assigned to such term in the
preamble hereto.

     "DOCUMENTS" shall mean all "documents," as such term is defined in the UCC
as in effect on the date hereof in the State of New York, in which any Person
now or hereafter has rights.

     "DOLLAR EQUIVALENT" shall mean, as to any amount denominated in Canadian
Dollars or any other currency as of any date of determination, the amount of
Dollars that would be required to purchase the amount of Canadian Dollars or
such other currency based upon the spot selling rate at which the Administrative
Agent offers to sell Canadian Dollars or such other currency for Dollars in the
London foreign exchange market at approximately 11:00 a.m. London time on such
date for delivery two (2) Business Days later.

     "DOLLARS" or "$" shall mean lawful money of the United States.

     "DOMESTIC" shall mean, as to any Person, a Person which is created or
organized under the laws of the United States, any of its states or the District
of Columbia.

     "ELIGIBLE ACCOUNTS" shall have the meaning assigned to such term in Section
2.19(a).

     "ELIGIBLE CONSIGNED INVENTORY" shall mean Eligible Inventory of Borrower or
Borrowing Base Guarantor on consignment (A) on a location at which the aggregate
Cost of such Eligible Inventory is no less than $100,000, (B) with a consignee
of Borrower or Borrowing Base Guarantor with respect to which the aggregate Cost
of such consigned Eligible Inventory is not less than $500,000, and (C) with
respect to which Collateral Agent shall have received, in each case in form and
substance satisfactory to Collateral Agent:

     (a) a valid consignment agreement or arrangement which is reasonably
satisfactory to Collateral Agent is in place with respect to such Eligible
Inventory;

     (b) UCC searches against the consignee in those jurisdictions in which such
Eligible Inventory is subject to consignment and the jurisdiction in which the
consignee is organized or maintains its principal place of business and such
other searches that the Collateral Agent deems necessary or appropriate;


                                       15

<PAGE>

     (c) UCC-1 financing statements between the consignee and the Borrower or
Borrowing Base Guarantor, as consignor, in form and substance satisfactory to
Collateral Agent, which are duly assigned to Collateral Agent;

     (d) a written notice to any lender to the consignee of the first priority
security interest in such Eligible Inventory of Collateral Agent; and

     (e) an agreement in writing, in form and substance satisfactory to
Collateral Agent, from the consignee, pursuant to which such consignee, inter
alia, acknowledges the first priority security interest of Collateral Agent in
such Collateral, agrees to waive any and all claims such consignee may, at any
time, have against such Collateral, whether for processing, storage, breach of
warranty (with respect to prior purchases) or otherwise, and agrees to permit
Collateral Agent access to the premises of such consignee so as to remove such
Collateral from such premises and, in the case of any consignee who at any time
has custody, control or possession of any Collateral, acknowledges that it holds
and will hold possession of the Collateral for the benefit of Collateral Agent
and agrees to follow all instructions of Collateral Agent with respect thereto.

     Notwithstanding the foregoing and upon reasonable request of Borrower:

     (1) upon Collateral Agent receiving evidence satisfactory to it that the
applicable consignee has no secured creditors that have a claim with respect to
such Eligible Inventory, Administrative Agent may in its discretion waive the
requirements of clauses (c) and (d) above; provided, however, that such waiver
may be revoked by the Administrative Agent at any time upon five Business Days
written notice to Borrower; provided, further, that the amount of the Borrowing
Base which may be determined on the basis of Eligible Consigned Inventory which
is eligible because of Administrative Agent's waiver pursuant to this subclause
(1) of the requirements of clauses (c) and (d) above shall not exceed $10.0
million at any time,

     (2) upon Collateral Agent receiving evidence satisfactory to it that the
applicable consignee is a customer of Borrower in the ordinary course of the
Borrower's business, Borrower may, in lieu of entering into an agreement as
required by clause (e) above, enter into an agreement with such consignee
substantially in the form attached hereto as Exhibit ECI; and

     (3) upon Collateral Agent receiving evidence satisfactory to it that the
applicable consignee is both a customer of Borrower in the ordinary course of
business and an Investment Grade Account Debtor, the requirements of clauses
(b), (c) and (d) above shall be waived; provided, that (i) Borrower will
schedule out such Inventory by location in the Borrower Base Certificate and
list whether such customer is an Investment Grade Account Debtor and (ii) the
aggregate Cost of Eligible Consigned Inventory which is eligible because of the
waiver pursuant to this subclause (3) of the requirements of clauses (b), (c)
and (d) above shall not exceed $20,000,000 at any time.

     "ELIGIBLE EQUIPMENT" shall mean any Equipment owned by Borrower or
Borrowing Base Guarantor which is acceptable to Administrative Agent in its
reasonable credit judgment for lending purposes and which, without limiting
Administrative Agent's discretion, meets, and so long as it continues to meet,
the following requirements:


                                       16

<PAGE>

     (a) is located at one of the business locations in the United States or
Canada of such Persons set forth on Schedule 1.01(e),

     (b) is subject to a valid and perfected first priority lien in favor of
Collateral Agent,

     (c) is owned by Borrower or Borrowing Base Guarantor free and clear of all
liens and rights of any other Person, except the valid and perfected first
priority Lien in favor of Collateral Agent and Permitted Liens, if any, which
are subordinated to the Lien of Collateral Agent,

     (d) does not breach any of the representations or warranties pertaining to
such property set forth in this Agreement or the other Loan Documents,

     (e) is covered by insurance reasonably acceptable to Collateral Agent,

     (f) is appraised by an independent appraisal or audit firm designated by
Collateral Agent and reasonably acceptable to Borrower, and

     (g) is not ineligible by virtue of one or more of the criteria set forth
below; provided, however, that such criteria may be revised from time to time by
Administrative Agent in its reasonable credit judgment to address the results of
any audit or appraisal performed by Collateral Agent from time to time after the
date hereof.

An item of Equipment shall be excluded from Eligible Equipment if:

     (i) Borrower or Borrowing Base Guarantor does not have good, valid, and
marketable title thereto;

     (ii) it is located on real property leased by Borrower or Borrowing Base
Guarantor, unless it is subject to a Landlord Lien Waiver and Access Agreement
executed by the lessor, or other third party, as the case may be, and unless it
is segregated or otherwise separately identifiable from goods of other Persons,
if any, stored on the premises;

     (iii) it is damaged, defective or obsolete, or it constitutes furnishings,
parts, fixtures or is affixed to Real Property, unless such Equipment is affixed
to the Mortgaged Real Property listed on Schedule 1.01(e);

     (iv) Collateral Agent has not received evidence of the property or casualty
insurance required by this Agreement with respect to such Equipment;

     (v) it is subject to a lease with any Person (other than a Borrower or a
Borrowing Base Guarantor, provided, that the Lien on and security interest in
the related lease shall be granted to the Collateral Agent and Collateral Agent
shall have received all control agreements and instruments and all actions shall
be taken as reasonably requested by the Collateral Agent to perfect the
Collateral Agent's security interest in such lease); or

     (vi) it is located at an owned location subject to a mortgage in favor of a
lender other than the Collateral Agent (unless a reasonably satisfactory
mortgagee waiver has been delivered


                                       17

<PAGE>

to the Collateral Agent) or the removal of which is subject to restrictions
relating to financing arrangement, including any industrial revenue bond
financing.

     "ELIGIBLE INVENTORY" shall mean, subject to adjustment as set forth in
Section 2.19(b), items of Inventory of the Borrower and a Borrowing Base
Guarantor.

     "ELIGIBLE REAL PROPERTY" shall mean the Real Properties which (a) are
located at (i) 101 Pleasant Valley Boulevard, Altoona, Pennsylvania 16603 (Blair
County) owned in fee simple by Borrower, (ii) 1453 South Washington, DuQuoin,
Illinois 62832 (Perry County) owned in fee simple by Borrower, (iii) 1381
By-Pass North, Lawrenceburg, Kentucky 40342 (Anderson County) owned in fee
simple by Intermediate Holdings, (iv) Three Carol Drive, Lincoln, Rhode Island
2865 (Town of Lincoln) owned in fee simple by General Cable LLC, (v) Highway 27
West, Malvern, Arkansas 72105 owned in fee simple by Borrower, (vi) P.O. Box
430, US Highway 80, Marshall, Texas 75688 (Harrison County), owned in fee simple
by Borrower, (vii) 4 Tesseneer Drive, Highland Heights, Kentucky 41076,
improvements to which are owned by Intermediate Holdings and which is subject to
that certain Amended and Restated Ground Lease with Option to Purchase, dated
July 26, 1992, between Northern Kentucky University Foundation, Inc., a Kentucky
non-profit corporation and General Cable Technologies (by assignments from
Holdings), (viii) 345 McGregor Street, Manchester, New Hampshire 03102, owned in
fee simple by Borrower, (ix) 1600 West Main Street, Willimantic, Connecticut
06226. owned in fee simple by Borrower, (x) 440 East 8th Street, Marion, Indiana
46953, owned in fee simple by Borrower and (xi) 19 Bobrick Drive, Jackson,
Tennessee 38305, owned in fee simple by Borrower or (b) are owned by Borrower or
a Borrowing Base Guarantor and designated from time to time by the
Administrative Agent as being Eligible Real Property, provided, that with
respect to each such parcel of Eligible Real Property, each of the improvements
thereon is acceptable to the Administrative Agent in its reasonable credit
judgment for lending purposes and each of which, without limiting such
reasonable credit judgment, meets, or continues to meet, the following
requirements: (i) it is subject to a first priority mortgage or leasehold
mortgage and lien in favor of Collateral Agent, (ii) it is owned by the Borrower
and applicable Borrowing Base Guarantor free and clear of all liens and rights
of any other Person, except the mortgage or leasehold mortgage and lien in favor
of Collateral Agent and Permitted Liens which are subordinate to such mortgage
liens of the Collateral Agent, (iii) it does not breach any of the
representations or warranties pertaining to such property set forth in this
Agreement or the other Loan Documents, (iv) it is covered by title insurance
with respect to the Lien of Collateral Agent and casualty and property insurance
reasonably acceptable to the Collateral Agent, (v) it is appraised by an
independent appraisal or audit firm designated by Collateral Agent and
reasonably acceptable to Borrower and (vi) it is the subject of an environmental
report reasonably acceptable to Collateral Agent.

     "ENVIRONMENT" shall mean ambient air, surface water and groundwater
(including, without limitation, potable water, navigable water and wetlands),
the land surface or subsurface strata, natural resources, the workplace or as
otherwise defined in any Environmental Law.

     "ENVIRONMENTAL CLAIM" shall mean any claim, notice, demand, order, action,
suit, proceeding or other communication in each case alleging liability for
investigation, remediation, removal, cleanup, response, corrective action,
damages to natural resources, personal injury, Property damage, fines, penalties
or other costs resulting from, related to or arising out of (i) the


                                       18

<PAGE>

presence, Release or threatened Release in or into the Environment of Hazardous
Material at any location or (ii) any violation of Environmental Law, and shall
include, without limitation, any claim seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting
from, related to or arising out of the presence, Release or threatened Release
of Hazardous Material or alleged injury or threat of injury to health, safety,
the Environment.

     "ENVIRONMENTAL LAW" shall mean any and all applicable present and future
treaties, laws, statutes, ordinances, regulations, rules, decrees, orders,
judgments, consent orders, consent decrees or other binding requirements, and
the common law, relating to protection of public health or the Environment, the
Release or threatened Release of Hazardous Material, natural resources or
natural resource damages, or occupational safety or health.

     "ENVIRONMENTAL PERMIT" shall mean any permit, license, approval, consent or
other authorization required by or from a Governmental Authority under
Environmental Law.

     "EQUIPMENT" shall mean, as to any Person, all of such Person's now owned
and hereafter acquired equipment, wherever located, including machinery, data
processing and computer equipment (whether owned or licensed and including
embedded software), vehicles, tools, furniture, fixtures, all attachments,
accessions and property now or hereafter affixed thereto or used in connection
therewith, and substitutions and replacements thereof, wherever located.

     "EQUITY FINANCING" shall mean the offering of Convertible Preferred Stock
by Holdings on or prior to the Original Closing Date in an amount not less than
$90.0 million and offering of New Common Stock on or prior to the Original
Closing Date in an amount of not less than $41.0 million.

     "EQUITY FINANCING DOCUMENTS" shall mean the applicable Confidential
Information Memoranda and any other documents pursuant to which the Convertible
Preferred Stock and New Common Stock are issued and all other documents,
instruments or agreements executed and delivered with respect to the Convertible
Preferred Stock or the New Common Stock.

     "EQUITY INTEREST" shall mean, with respect to any Person, any and all
shares, interests, participations or other equivalents, including membership
interests (however designated, whether voting or non-voting), of equity of such
Person, including, if such Person is a partnership, partnership interests
(whether general or limited) and any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, such partnership, whether outstanding on, or
issued after, the Original Closing Date, but excluding debt securities
convertible or exchangeable into such equity.

     "EQUITY ISSUANCE" shall mean, without duplication, any issuance or sale
after the Original Closing Date of (a) any Equity Interests (including any
Equity Interests issued upon exercise of any warrant or option) or any warrants
or options to purchase Equity Interests or (b) any other security or instrument
representing an Equity Interest (or the right to obtain any Equity Interest) in
the issuing or selling Person.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
the same may be amended from time to time.


                                       19

<PAGE>

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

     "ERISA EVENT" shall mean (a) any "reportable event," as such term is
defined in Section 4043(c) of ERISA or the regulations issued thereunder, with
respect to a Plan (other than an event for which the 30-day notice period is
waived by regulation); (b) the existence with respect to any Plan of an
"accumulated funding deficiency" (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived, the failure to make by its due
date a required installment under Section 412(m) of the Code with respect to any
Plan or the failure to make any required contribution to a Multiemployer Plan;
(c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA
of an application for a waiver of the minimum funding standard with respect to
any Plan; (d) the incurrence by any Company or any of its ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of any
Plan; (e) the receipt by any Company or any of its ERISA Affiliates from the
PBGC or a plan administrator of any notice relating to the intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan, or
the occurrence of any event or condition which could reasonably be expected to
constitute grounds under ERISA for the termination of, or the appointment of a
trustee to administer, any Plan; (f) the incurrence by any Company or any of its
ERISA Affiliates of any liability with respect to the withdrawal from any Plan
or Multiemployer Plan; (g) the receipt by any Company or its ERISA Affiliates of
any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA; (h) the making of any
amendment to any Plan which could result in the imposition of a lien or the
posting of a bond or other security; and (i) the occurrence of a nonexempt
prohibited transaction (within the meaning of Section 4975 of the Code or
Section 406 of ERISA) which could result in liability to any Company.

     "EURO", "EURO" "EUROS" or "EUR" shall mean the single currency of
Participating Member States.

     "EURODOLLAR REVOLVING BORROWING" shall mean a Borrowing comprised of
Eurodollar Revolving Loans.

     "EURODOLLAR REVOLVING LOAN" shall mean any Revolving Loan bearing interest
at a rate determined by reference to the Adjusted LIBOR Rate in accordance with
the provisions of Article II.

     "EVENT OF DEFAULT" shall have the meaning assigned to such term in Article
VIII.

     "EXCESS AVAILABILITY" shall mean, as of any date of determination, (a) the
lesser of (i) the Revolving Commitments of all of the Lenders on the date of
determination and (ii) the Borrowing Base on the date of determination less (b)
all outstanding Loans and LC Exposure on the date of determination less (c) in
Collateral Agent's reasonable discretion, the aggregate amount of all the
outstanding and unpaid trade payables and other obligations of Borrower and/or
its Borrowing Base Guarantors which are not paid within 60 days past the due
date


                                       20

<PAGE>

according to their original terms of sale, in each case as of such date of
determination less (d) in Collateral Agent's reasonable discretion, the amount
of checks issued by Borrower and/or its Borrowing Base Guarantors to pay trade
payables and other obligations which are not paid within 60 days past the due
date according to their original terms of sale, in each case as of such date of
determination, but which either have not yet been sent or are subject to other
arrangements which are expected to delay the prompt presentation of such checks
for payment.

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

     "EXCLUDED TAXES" shall mean, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, and (b) in the case of a Foreign Lender
(other than an assignee pursuant to a request by Borrower under Section 2.16),
any withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party to this Agreement (or designates a
new lending office) or is attributable to such Foreign Lender's failure to
comply with Section 2.15(e), except to the extent that such Foreign Lender (or
its assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from Borrower with respect
to such withholding tax pursuant to Section 2.15(a) (it being understood and
agreed, for the avoidance of doubt, that any withholding tax imposed on a
Foreign Lender as a result of a Change in Law or regulation or interpretation
thereof occurring after the time such Foreign Lender became a party to this
Agreement shall not be an Excluded Tax).

     "EXISTING ABR BORROWINGS" shall mean all ABR Borrowings advanced under the
Original Credit Agreement or the Prior Credit Agreement and outstanding on the
Closing Date.

     "EXISTING EURODOLLAR REVOLVING BORROWINGS" shall mean all Eurodollar
Revolving Borrowings advanced under the Original Credit Agreement or the Prior
Credit Agreement and outstanding on the Closing Date.

     "EXISTING OBLIGATIONS" shall mean the "Obligations", as defined in the
Prior Credit Agreement.

     "EXITING LENDER" shall have the meaning assigned to such term in Article
XII.

     "FAIR MARKET VALUE" shall mean, with respect any asset, the price (after
taking into account any liabilities relating to such assets) which could be
negotiated in an arm's length free market transaction, for cash, between a
willing seller and a willing and able buyer, neither of which is under any
compulsion to complete the transaction.

     "FALV AMORTIZATION FACTOR" shall mean 1 minus a fraction, the numerator of
which is the number of calendar quarters elapsed as of any date of determination
since December 31, 2005 (but in no event more than 28) and the denominator of
which is 28.


                                       21

<PAGE>

     "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average of
the quotations for the day for such transactions received by the Administrative
Agent from three federal funds brokers of recognized standing selected by it.

     "FEE LETTER" shall mean that certain letter, dated as of the date hereof,
among Borrower and Merrill with respect to certain Fees to be paid from time to
time by Borrower to Merrill.

     "FEES" shall mean the Commitment Fees, the Administrative Agent Fees, the
Collateral Agent Fees, the LC Participation Fees, the Fronting Fees and any and
all fees payable to pursuant to this Agreement or any of the other Loan
Documents.

     "FINANCIAL OFFICER" of any Person shall mean the Chief Financial Officer,
principal accounting officer, Treasurer or Controller of such Person.

     "FIRREA" shall mean the Federal Institutions Reform, Recovery and
Enforcement Act of 1989.

     "FIRST AMENDMENT TO PRIOR CREDIT AGREEMENT EFFECTIVE DATE" shall mean June
13, 2005.

     "FIXED ASSET LOAN VALUE" shall mean an amount equal to the sum of (a) the
advance rate of 80% of the appraised net orderly liquidation value of the
Eligible Equipment of the Person owning such Eligible Equipment plus (b) the
advance rate of 60% of the appraised fair market value of the Eligible Real
Property of the Person owning such Eligible Real Property. The appraised net
orderly liquidation value of Eligible Equipment and the appraised fair market
value of Eligible Real Property are set forth on Schedule 1.01(d), as Schedule
1.01(d) may be amended from time to time as provided herein. The Fixed Asset
Loan Value of Borrower and each of the Borrowing Base Guarantors as of the
Closing Date is $59,822,144. If any Eligible Equipment or Eligible Real Property
listed on Schedule 1.01(d) is sold, liquidated or otherwise ceases to be
Eligible Equipment or Eligible Real Property, the calculation of the Fixed Asset
Loan Value of the Person who owns such Eligible Equipment or Eligible Real
Property shall be reduced by 80% of the appraised net orderly liquidation value
of such Eligible Equipment or 60% of the appraised fair market value of such
Eligible Real Property and such Eligible Equipment and Eligible Real Property
shall be deleted from Schedule 1.01(d) and Collateral Agent shall
correspondingly amend Schedule 1.01(d) without any further action of any party
hereto. At the request of Borrower, the Administrative Agent may consider adding
Eligible Equipment and/or Eligible Real Property to Schedule 1.01(d), and if the
Administrative Agent determines that the requested Eligible Equipment and
Eligible Real Property is to be added to Schedule 1.01(d), then, upon completion
of appraisals satisfactory to Administrative Agent conducted at Borrower's cost
and expense, the appraised net orderly net orderly liquidation value of any
additional Eligible Equipment or the appraised fair market value of any
additional Eligible Real Property shall be included in the calculation of the
Fixed Asset Loan Value of the Person who owns such Eligible Equipment or
Eligible Real Property and such Eligible Equipment and


                                       22

<PAGE>

Eligible Real Property shall be added to Schedule 1.01(d) and Administrative
Agent shall correspondingly amend Schedule 1.01(d) without any further action of
any party hereto.

     "FOREIGN" shall mean, as to any Person, a Person which is not created or
organized under the laws of the United States, any of its States or the District
of Columbia, or Canada, or any Province thereof.

     "FOREIGN CREDIT LINES" shall mean any and all committed or uncommitted
credit lines and invoice, commercial paper or draft discounting and other
similar credit facilities of Foreign Subsidiaries from banks or other financial
institutions which are currently or may in the future become available for such
Foreign Subsidiaries, other than any such lines or facilities the utilization of
which require that the relevant Foreign Subsidiaries satisfy conditions which
cannot currently be met; the amount of any Foreign Credit Line shall refer to
the maximum amount that can currently be outstanding to the respective Foreign
Subsidiaries under such lines or facilities, including, without limitation, the
face amount of letters of credit and contingent obligations with respect to
guaranties and similar obligations issued in relation or pursuant thereto.

     "FOREIGN GUARANTY" shall mean the Canadian Guaranty.

     "FOREIGN LENDER" shall mean any Lender that is not, for United States
federal income tax purposes, (i) a citizen or resident of the United States,
(ii) a corporation or entity treated as a corporation created or organized in or
under the laws of the United States, or any political subdivision thereof, (iii)
an estate the income of which is subject to U.S. federal income taxation
regardless of its source or (iv) a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust and
one or more United States Persons have the authority to control all substantial
decisions of such trust.

     "FOREIGN PLAN" shall mean any employee benefit plan, program, policy,
arrangement or agreement maintained or contributed to by any Foreign Company
with respect to employees employed outside the United States.

     "FOREIGN PLEDGE AGREEMENTS" shall mean those certain agreements, dated as
of the Original Closing Date, (a) by Borrower pledging 65% of Equity Interests
in General Cable Property Holdings Limited, governed by Jersey law, (b) by
Intermediate Holdings pledging 65% of Equity Interests in General Cable
Investments, SGPS SA, governed by Madeira law, (c) by Intermediate Holdings
pledging 65% of Equity Interests in General Cable Holdings Netherlands C.V.,
governed by the law of the Netherlands, (d) by Intermediate Holdings pledging
65% of Equity Interests in General Cable Holdings (UK) Limited, governed by
English law, (e) by Borrower pledging 65% of Equity Interests in General Cable
Services Limited, governed by English law, (f) by Intermediate Holdings pledging
65% of Equity Interests in General Cable de Mexico del Norte SA de CV, governed
by Mexican law, (g) by Borrower pledging 65% of Equity Interests in General
Cable Holdings de Mexico SA de CV, governed by Mexican law, and (h) by
Intermediate Holdings pledging 65% of Equity Interests in General Cable Holdings
(Spain) SRL, governed by Spanish law, in each case in favor of the Collateral
Agent and in each case as the same may from time to time be modified, amended,
extended or reaffirmed in accordance with the terms hereof and with the consent
of Collateral Agent.


                                       23

<PAGE>

     "FRONTING FEES" shall have the meaning assigned to such term in Section
2.05(c).

     "GAAP" shall mean generally accepted accounting principles in the United
States applied on a consistent basis.

     "GCC SPAIN ACQUISITION" shall mean the acquisition by General Cable Spain
of the wire and cable manufacturing business of SAFRAN, S.A.

     "GCC SPAIN ACQUISITION INTERCOMPANY DEBT" shall mean the unsecured
Indebtedness owing by General Cable Spain to Borrower in the principal amount of
the Dollar Equivalent of up to $20.0 million by reason of an intercompany
advance made by Borrower to General Cable Spain to finance a portion of the cost
of the GCC Spain Acquisition.

     "GCC SPAIN INTERCOMPANY DEBT" shall mean the GCC Spain Acquisition
Intercompany Debt, the GCC Spain Pre-Closing Intercompany Debt, the GCC Spain
Post-Closing Intercompany Debt and the GCC Spain Refinancing Intercompany Debt,
each to the extent permitted by Section 6.01(i) and Section 6.04.

     "GCC SPAIN POST-CLOSING INTERCOMPANY DEBT" shall mean the unsecured
Indebtedness owing by General Cable Spain to Borrower in the principal amount of
the Dollar Equivalent of up to $1.0 million by reason of intercompany advances
made by Borrower to General Cable Spain after the Original Closing Date (but
excluding the GCC Spain Acquisition Intercompany Debt).

     "GCC SPAIN PRE-CLOSING INTERCOMPANY DEBT" shall mean the unsecured
Indebtedness owing by General Cable Spain Holdings to Holdings in the principal
amount of the Dollar Equivalent of $35.0 million by reason of intercompany
advances made by Holdings to General Cable Spain Holdings prior to the Original
Closing Date.

     "GCC SPAIN REFINANCING INTERCOMPANY DEBT" shall mean the unsecured
Indebtedness owing by General Cable Spain Holdings to Holdings arising due to
repayment in full of obligations of General Cable Spain Holdings under the
applicable agreements listed on Schedule 1.01(b) with the proceeds of an
intercompany advance made by Holdings to General Cable Spain Holdings on or
before the Original Closing Date in anticipation of the Refinancing.

     "GENERAL CABLE CANADA" shall mean General Cable Company, a Nova Scotia
corporation.

     "GENERAL CABLE LLC" shall mean General Cable Industries, LLC, a Delaware
limited liability company.

     "GENERAL CABLE SPAIN" shall mean Grupo General Cable Sistemas, S.A., a
Spanish corporation.


                                       24

<PAGE>

     "GENERAL CABLE SPAIN HOLDINGS" shall mean General Cable Holdings (Spain),
SRL, a Spanish limited liability company.

     "GENERAL CABLE TECHNOLOGIES" shall mean General Cable Technologies Corp., a
Delaware corporation.

     "GENERAL CABLE TEXAS" shall mean General Cable Texas Operations L.P., a
Delaware limited partnership.

     "GOVERNMENTAL AUTHORITY" shall mean any federal, state, local or foreign
court, central bank or governmental agency, authority, instrumentality or
regulatory body.

     "GOVERNMENTAL REAL PROPERTY DISCLOSURE REQUIREMENTS" shall mean any
Requirement of Law of any Governmental Authority requiring notification of the
buyer, lessee, mortgagee, assignee or other transferee of any Real Property,
facility, establishment or business, or notification, registration or filing to
or with any Governmental Authority, in connection with the sale, lease,
mortgage, assignment or other transfer (including, without limitation, any
transfer of control) of any Real Property, facility, establishment or business,
of the actual or threatened presence or Release in or into the Environment, or
the use, disposal or handling of Hazardous Material on, at, under or near the
Real Property, facility, establishment or business to be sold, leased,
mortgaged, assigned or transferred.

     "GUARANTEED OBLIGATIONS" shall have the meaning assigned to such term in
Section 7.01.

     "GUARANTEES" shall mean the guarantees issued pursuant to Article VII and
Foreign Guaranties.

     "GUARANTOR" shall mean each Borrowing Base Guarantor, each Domestic
Subsidiary listed on Schedule 1.01(c), General Cable Canada Ltd., an Ontario
corporation, and each other Subsidiary that is or becomes a party to this
Agreement pursuant to Section 5.11.

     "HAZARDOUS MATERIALS" shall mean the following: hazardous substances;
hazardous wastes; polychlorinated biphenyls ("PCBS") or any substance or
compound containing PCBs; asbestos or any asbestos-containing materials in any
form or condition; radon or any other radioactive materials including any
source, special nuclear or by-product material; petroleum, crude oil or any
fraction thereof; and any other pollutant or contaminant or hazardous, toxic or
dangerous chemicals, wastes, materials, compounds, constituents or substances,
as all such terms are used in their broadest sense and defined by or under any
Environmental Laws.

     "HEDGING AGREEMENT" shall mean any Interest Rate Protection Agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

     "HEDGING RESERVE" shall mean a Reserve determined by the Collateral Agent
in its reasonable credit judgment and giving effect to the aggregate amount
owing by Borrower or the applicable Borrowing Base Guarantor to a counterparty
to a Specified Hedging Agreement, less the amount such counter-party owes
Borrower or the applicable Borrowing Base Guarantor, as applicable, thereunder,
less the aggregate amount of Property pledged to cash collateralize such
obligation (other than the Collateral granted under the Loan Documents), in each
case based on a mark-to-market analysis and with due regard to recent market
volatility as of the last Business


                                       25

<PAGE>

Day of the month (or if not available, the nearest prior Business Day for which
such evaluation is available).

     "HOLDING COMPANIES" shall mean Holdings, Intermediate Holdings, Marathon
Manufacturing Holdings, Inc., a Delaware corporation, General Cable Management,
LLC, a Delaware limited liability company and General Cable Overseas Holdings,
Inc., a Delaware corporation, General Cable Investments, SGPS SA, a Madeira
corporation, General Cable Holdings de Mexico SA de CV, a Mexican corporation,
General Cable Holdings New Zealand, a New Zealand corporation, General Cable
Holdings (Spain) SRL, a Spanish corporation, General Cable Holdings Netherlands
C.V., a Dutch corporation, and General Cable Holdings (UK) Limited, an English
corporation.

     "HOLDINGS" shall mean General Cable Corporation, a Delaware corporation.

     "INACTIVE SUBSIDIARIES" shall mean Genca Corporation, a Delaware
corporation, Diversified Contractors, Inc., a Delaware corporation, MLTC
Company, a Delaware corporation, Marathon Steel Company, an Arizona corporation,
General Cable Canada Ltd., an Ontario corporation, General Cable Property
Holdings Limited, a Jersey corporation, General Cable Service Limited, organized
under the laws of England and Wales and General Cable Export Sales Corporation,
a Barbados corporation.

     "INCORPORATED BORROWING BASE" shall mean at any time, for each Borrowing
Base Guarantor, subject to adjustment as provided in Section 2.19, an amount
equal to the lesser of :

     (a) the sum of, without duplication:

          (i) the book value of Eligible Accounts of such Borrowing Base
Guarantor multiplied by the advance rate of 85%, plus

          (ii) the lesser of (A) the advance rate of 60% of the Cost of Eligible
Inventory of such Borrowing Base Guarantor, or (B) the advance rate of 85% of
the Net Recovery Cost Percentage multiplied by the Cost of Eligible Inventory of
such Borrowing Base Guarantor, plus

          (iii) if and to the extent Borrower's Fixed Asset Loan Value included
in the Borrowing Base is less than $50.0 million, the Fixed Asset Loan Value of
such Borrowing Base Guarantor multiplied by the FALV Amortization Factor;
provided, that the aggregate of the Fixed Asset Loan Values of Borrower and the
Borrowing Base Guarantors included in the Borrowing Base shall in no event
exceed $50.0 million, minus

          (iv) in the case of the Incorporated Borrowing Base of General Cable
Canada, the Canadian Priority Payment Reserve, or

     (b) with respect to all Borrowing Base Guarantors except for Holdings,
Intermediate Holdings and General Cable Canada, the applicable Borrowing Base
Guarantor Intercompany Loan Account.

     "INDEBTEDNESS" of any Person shall mean, without duplication, (a) all
obligations of such Person for borrowed money or advances; (b) all obligations
of such Person evidenced by bonds,


                                       26

<PAGE>

debentures, notes or similar instruments; (c) all obligations of such Person
upon which interest charges are customarily paid or accrued; (d) all obligations
of such Person under conditional sale or other title retention agreements
relating to Property purchased by such Person; (e) all obligations of such
Person issued or assumed as the deferred purchase price of Property or services
(excluding trade accounts payable and accrued obligations incurred in the
ordinary course of business on normal trade terms and not overdue by more than
90 days); (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on Property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed; (g) all Capital Lease
Obligations, Purchase Money Obligations and synthetic lease obligations of such
Person; (h) all obligations of such Person in respect of Hedging Agreements to
the extent required to be reflected on a balance sheet of such Person; (i) all
Attributable Indebtedness of such Person; (j) all obligations for the
reimbursement of any obligor in respect of letters of credit, letters of
guaranty, bankers' acceptances and similar credit transactions; and (k) all
Contingent Obligations of such Person in respect of Indebtedness or obligations
of others of the kinds referred to in clauses (a) through (j) above. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent that
terms of such Indebtedness provide that such Person is not liable therefor. For
the avoidance of doubt, the reclassification of the Convertible Preferred Stock
pursuant to SFAS 150 or otherwise in accordance with GAAP shall not be deemed to
be Indebtedness hereunder.

     "INDEMNIFIED TAXES" shall mean Taxes other than Excluded Taxes.

     "INDEMNITEE" shall have the meaning assigned to such term in Section
11.03(b).

     "INDUCED CONVERSION PAYMENTS" shall mean (a) a cash premium, (b) cash
payments made in lieu of issuing any fractional shares of the common stock of
Holdings, (c) Restricted Payments with respect to Convertible Preferred Stock of
Holdings for the portion of the quarterly dividend period commencing with the
date of the Restricted Payments with respect to such Convertible Preferred Stock
made for the most recent quarter dividend period and ending on the date of the
conversion referred to below and (d) related fees and expenses, to be paid by
Holdings to the holders of its Convertible Preferred Stock as an inducement to
such holders to elect to convert such Convertible Preferred Stock into shares of
the common stock of Holdings prior to the earliest date on which Holdings may
redeem such Convertible Preferred Stock as further described in the Form S-4
filed by Holdings with the SEC in November 9, 2005 (a true and correct copy of
which has been made available to the Administrative Agent and the Lenders);
provided that the aggregate amount of such payments shall not exceed $23.0
million.

     "INFORMATION" shall have the meaning assigned to such term in Section
11.12.

     "INSTRUMENTS" shall mean all "instruments," as such term is defined in the
UCC as in effect on the date hereof in the State of New York, in which any
Person now or hereafter has rights.

     "INTELLECTUAL PROPERTY" shall have the meaning assigned to such term in
Section 3.05(c).


                                       27

<PAGE>

     "INTERCOMPANY AGREEMENTS" shall mean the agreements listed on Schedule
1.01(f), each as in effect on the Original Closing Date.

     "INTEREST ELECTION REQUEST" shall mean a request by Borrower to convert or
continue a Revolving Borrowing in accordance with Section 2.08(b), substantially
in the form of Exhibit D.

     "INTEREST PAYMENT DATE" shall mean (a) with respect to any ABR Revolving
Loan, the last day of each March, June, September and December during the period
that such Revolving Loan is outstanding and the Maturity Date of such Revolving
Loan, (b) with respect to any Eurodollar Revolving Loan, the last day of the
Interest Period applicable to the Borrowing of which such Revolving Loan is a
part and, in the case of a Eurodollar Revolving Loan with an Interest Period of
more than three months' duration, each day prior to the last day of such
Interest Period that occurs at intervals of three months' duration after the
first day of such Interest Period, and (c) with respect to any Swingline Loan,
the day that such Swingline Loan is required to be repaid.

     "INTEREST PERIOD" shall mean, with respect to any Eurodollar Revolving
Borrowing, the period commencing on the date of such Revolving Borrowing and
ending on the numerically corresponding day in the calendar month that is one,
two, three or six months thereafter, as Borrower may elect; provided, that (a)
if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day and
(b) any Interest Period that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Revolving Borrowing initially shall be the date on which such
Revolving Borrowing is made and thereafter shall be the effective date of the
most recent conversion or continuation of such Revolving Borrowing; provided,
however, that an Interest Period shall be limited to one month to the extent
required under Section 2.03(e).

     "INTEREST RATE PROTECTION AGREEMENT" shall mean any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or
similar agreement or arrangement entered into by Holdings, Borrower or any of
their Subsidiaries.

     "INTERMEDIATE HOLDINGS" shall mean GK Technologies, Incorporated, a New
Jersey corporation.

     "INVENTORY" shall mean all "inventory," as such term is defined in the UCC
as in effect on the date hereof in the State of New York, wherever located, in
which any Person now or hereafter has rights.

     "INVENTORY APPRAISAL" shall mean (a) on the Original Closing Date, the
report prepared by DoveBid Valuation Services, Inc. dated October 27, 2003 and
(b) thereafter, the most recent inventory appraisal conducted by an independent
appraisal firm designated by Collateral Agent and reasonably acceptable to
Borrower and delivered pursuant to Section 9.02 hereof.


                                       28

<PAGE>

     "INVESTMENT GRADE ACCOUNT DEBTOR" means an Account Debtor whose unsecured
long term debt is rated "BBB-" or better by Standard & Poor's Ratings Services,
a division of the McGraw-Hill Companies, Inc. and "Baa3" or better by Moody's
Investor's Services, Inc.

     "INVESTMENTS" shall have the meaning assigned to such term in Section 6.04.

     "ISSUING BANK" shall mean, as the context may require, (a) UBS with respect
to Letters of Credit issued by it prior to the Closing Date; (b) Merrill Lynch
Bank with respect to Letters of Credit issued by it, (c) any other Lender that
may become an Issuing Bank pursuant to Section 2.18(i), with respect to Letters
of Credit issued by such Lender; or (d) collectively, all of the foregoing.

     "ITA" shall mean the Income Tax Act (Canada) as the same may, from time to
time, be in effect.

     "JOINDER AGREEMENT" shall mean that certain joinder agreement substantially
in the form of Exhibit E.

     "JOINT VENTURE" means a Person in which one or more Persons other than any
Company own 50% or more of Equity Interests.

     "JUDGMENT CURRENCY" shall have the meaning assigned to such term in Section
11.16(a).

     "LANDLORD LIEN WAIVER AND ACCESS AGREEMENT" shall mean the Landlord Lien
Waiver and Access Agreement, substantially in the form of Exhibit F.

     "LC COMMITMENT" shall mean the commitment of the Issuing Bank to issue
Letters of Credit pursuant to Section 2.18.

     "LC DISBURSEMENT" shall mean a payment or disbursement made by the Issuing
Bank pursuant to a Letter of Credit.

     "LC EXPOSURE" shall mean at any time the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
principal amount of all LC Disbursements that have not yet been reimbursed at
such time. The LC Exposure of any Revolving Lender at any time shall mean its
Pro Rata Percentage of the aggregate LC Exposure at such time.

     "LC PARTICIPATION FEE" shall have the meaning assigned to such term in
Section 2.05(c).

     "LC REQUEST" shall mean a request by Borrower in accordance with the terms
of Section 2.18(b) and substantially in the form of Exhibit A-3, or such other
form as shall be approved by the Administrative Agent.

     "LEASES" shall mean any and all leases, subleases, tenancies, options,
concession agreements, rental agreements, occupancy agreements, franchise
agreements, access agreements and any other agreements (including all
amendments, extensions, replacements, renewals, modifications and/or guarantees
thereof), whether or not of record and whether now in existence


                                       29

<PAGE>

or hereafter entered into, affecting the use or occupancy of all or any portion
of any Real Property.

     "LENDER ADDENDUM" shall mean with respect to any Lender on the Closing
Date, a Lender Addendum in the form of Exhibit A-4, executed and delivered by
such Lender on the Original Closing Date, the First Amendment Effective Date or
the Closing Date, as applicable, as provided in Section 11.14.

     "LENDER AFFILIATE" shall mean with respect to any Lender that is a fund
that invests in bank loans, any other fund that invests in commercial loans and
is managed or advised by the same investment advisor as such Lender or by an
Affiliate of such advisor.

     "LENDERS" shall mean (a) the financial institutions that have become a
party hereto pursuant to a Lender Addendum (other than any such financial
institution that has ceased to be a party hereto pursuant to an Assignment and
Acceptance) and (b) any financial institution that has become a party hereto
pursuant to an Assignment and Acceptance. Unless the context clearly indicates
otherwise, the term "Lenders" shall include the Swingline Lender.

     "LETTER OF CREDIT" shall mean any (i) Standby Letter of Credit and (ii)
Commercial Letter of Credit, in each case, issued or to be issued by an Issuing
Bank for the account of Borrower pursuant to Section 2.18 of this Agreement or
pursuant to Section 2.18 of the Original Credit Agreement or the Prior Credit
Agreement.

     "LETTER OF CREDIT EXPIRATION DATE" shall mean the date which is ten
Business Days prior to the Maturity Date.

     "LIBOR RATE" shall mean, with respect to any Eurodollar Revolving Borrowing
for any Interest Period therefor, a rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the rate of interest which is
identified and normally published by Bloomberg Professional Service Page BBAM 1
as the offered rate for loans in United States dollars for the applicable
Interest Period under the caption British Bankers Association LIBOR Rates as of
11:00 a.m. (London time), on the second full Business Day next preceding the
first day of such Interest Period. If Bloomberg Professional Service no longer
reports the LIBOR Rate or if such index no longer exists or if Page BBAM 1 no
longer exists, the Administrative Agent may select a reasonably comparable
replacement index or replacement page, as the case may be.

     "LIEN" shall mean, with respect to any Property, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation,
security interest or encumbrance of any kind, any other type of preferential
arrangement in respect of such Property or any filing of any financing statement
under the UCC or any other similar notice of Lien under any similar notice or
recording statute of any Governmental Authority, including any easement,
right-of-way or other encumbrance on title to Real Property, in each of the
foregoing cases whether voluntary or imposed by law, and any agreement to give
any of the foregoing; (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such Property; and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.


                                       30

<PAGE>

     "LINE RESERVE" shall mean a reserve established against the Commitments to
reflect the amount of the Commitments which are not available to the Borrower
due to the establishment of a Reinvestment Reserve.

     "LOAN DOCUMENTS" shall mean this Agreement, any Borrowing Base Certificate,
the Letters of Credit, the Notes (if any), the Security Documents, the Fee
Letter and each Specified Hedging Agreement entered into with any counterparty
that was a Lender or an Affiliate of a Lender at the time such Hedging Agreement
was entered into.

     "LOAN PARTIES" shall mean Borrower and Guarantors.

     "LOANS" shall mean advances made to or at the instructions of Borrower
pursuant to Article II hereof or pursuant to Article II of the Prior Credit
Agreement and may constitute a Revolving Loan or a Swingline Loan.

     "MARGIN STOCK" shall have the meaning assigned to such term in Regulation
U.

     "MATERIAL ADVERSE EFFECT" shall mean (a) a material adverse effect on the
business, Property, results of operations, prospects or condition, financial or
otherwise, or material agreements of Borrower and the Subsidiaries, taken as a
whole; (b) material impairment of the ability of any Borrower, Borrowing Base
Guarantor or any other Guarantor that is not a Holding Company or an Inactive
Subsidiary to fully and timely perform any of their obligations under any Loan
Document, (c) material impairment of the ability of any Guarantor other than
Guarantors described in clause (b) above to fully and timely perform any of
their obligations under any Security Document; (d) material impairment of the
ability of Guarantors other than Guarantors described in clause (b) above, when
such Guarantors are taken as a whole, to fully and timely perform any of their
obligations under any Guarantees; (e) material impairment of the rights of or
benefits or remedies available to the Lenders or the Collateral Agent under any
Loan Document; or (f) a material adverse effect on the Collateral or the Liens
in favor of the Collateral Agent (for its benefit and for the benefit of the
other Secured Parties) on the Collateral or the priority of such Liens.

     "MATERIAL INDEBTEDNESS" shall mean Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of any Loan Party evidencing an aggregate outstanding principal amount exceeding
$3.0 million. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of such Loan Party in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that such Loan Party would be required to pay if such
Hedging Agreement were terminated at such time.

     "MATURITY DATE" shall mean August 15, 2010.

     "MAXIMUM RATE" shall have the meaning assigned to such term in Section
11.13.

     "MERRILL" shall have the meaning assigned to such term in the preamble
hereto.

     "MORTGAGE" shall mean an agreement, including, but not limited to, a
mortgage, deed of trust or any other document, creating and evidencing a Lien on
a Mortgaged Real Property,


                                       31

<PAGE>

which shall be in substantially in the form of Exhibit G, with such schedules
and including such provisions as shall be necessary to conform such document to
applicable local or foreign law or as shall be customary under applicable local
or foreign law, as the same may from time to time be modified, amended, extended
or reaffirmed in accordance with the terms hereof and with the consent of
Collateral Agent.

     "MORTGAGED REAL PROPERTY" shall mean (a) each Real Property identified on
Schedule 1.01(a) hereto and (b) each Real Property, if any, which shall be
subject to a Mortgage delivered after the Original Closing Date pursuant to
Section 5.11(d) or pursuant to Section 5.11(d) of the Original Credit Agreement
or the Prior Credit Agreement.

     "MULTIEMPLOYER PLAN" shall mean a multiemployer plan within the meaning of
Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any
ERISA Affiliate is then making or accruing an obligation to make contributions;
(b) to which any Company or any ERISA Affiliate has within the preceding five
plan years made contributions; or (c) with respect to which any Company could
incur liability.

     "NET CASH PROCEEDS" shall mean:

          (a) with respect to any Asset Sale, the cash proceeds received by any
     Loan Party (including cash proceeds subsequently received (as and when
     received by any Loan Party) in respect of noncash consideration initially
     received) net of (i) selling expenses (including reasonable brokers' fees
     or commissions, legal, accounting and other professional and transactional
     fees, transfer and similar taxes and Borrower's good faith estimate of
     income taxes paid or payable in connection with such sale); (ii) amounts
     provided as a reserve, in accordance with GAAP, against any liabilities
     under any indemnification obligations associated with such Asset Sale
     (provided, that, to the extent and at the time any such amounts are
     released from such reserve, such amounts shall constitute Net Cash
     Proceeds); (iii) Borrower's good faith estimate of payments required to be
     made with respect to unassumed liabilities relating to the assets sold
     within 90 days of such Asset Sale (provided, that, to the extent such cash
     proceeds are not used to make payments in respect of such unassumed
     liabilities within 90 days of such Asset Sale, such cash proceeds shall
     constitute Net Cash Proceeds); and (iv) the principal amount, premium or
     penalty, if any, interest and other amounts on any Indebtedness for
     borrowed money which is secured by a senior Lien on the asset sold in such
     Asset Sale and which is repaid with such proceeds (other than any such
     Indebtedness assumed by the purchaser of such asset);

          (b) with respect to any Debt Issuance, the cash proceeds thereof, net
     of customary fees (including discounts to underwriters), commissions, costs
     and other expenses incurred in connection therewith; and

          (c) with respect to any Casualty Event, the cash insurance proceeds,
     condemnation awards and other compensation received in respect thereof, net
     of all reasonable costs and expenses incurred in connection with the
     collection of such proceeds, awards or other compensation in respect of
     such Casualty Event and net of amounts which are secured by any senior Lien
     (to the extent such Liens constitute


                                       32

<PAGE>

     Permitted Lien hereunder) on the applicable Property and which is paid with
     such proceeds.

     "NEW COMMON STOCK" shall mean up to 5,807,500 shares of common stock of
Holdings, par value $0.01 per share (of which 5,050,000 are issued on the
Original Closing Date) issued pursuant to the applicable Confidential
Information Memorandum.

     "NET RECOVERY COST PERCENTAGE" shall mean the fraction, expressed as a
percentage, (a) the numerator of which is the amount equal to the recovery on
the aggregate amount of the Inventory at such time on a "net orderly liquidation
value" basis as set forth in the most recent Inventory Appraisal received by
Collateral Agent in accordance with Section 9.02, net of operating expenses,
liquidation expenses and commissions reasonably anticipated in the disposition
of such assets, and (b) the denominator of which is the original Cost of the
aggregate amount of the Inventory subject to appraisal.

     "NOTES" shall mean any notes evidencing the Revolving Loans or Swingline
Loans issued pursuant to this Agreement, if any, substantially in the form of
Exhibit H-1 or H-2, as the case may be.

     "OBLIGATION CURRENCY" shall have the meaning assigned to such term in
Section 11.16(a).

     "OBLIGATIONS" shall mean Existing Obligations and (a) obligations of
Borrower and any and all of the other Loan Parties from time to time arising
under or in respect of the due and punctual payment of (i) the principal of and
premium, if any, and interest (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) on the Loans,
when and as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise, (ii) each payment required to be made by
Borrower and any and all of the other Loan Parties under this Agreement in
respect of any Letter of Credit, when and as due, including payments in respect
of reimbursement of disbursements, interest thereon and obligations to provide
cash collateral and (iii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of Borrower and any and all of
the other Loan Parties under this Agreement and the other Loan Documents, (b)
the due and punctual performance of all covenants, agreements, obligations and
liabilities of Borrower and each Loan Party under or pursuant to this Agreement
and the other Loan Documents, (c) the due and punctual payment and performance
of all obligations of Borrower and any and all of the other Loan Parties under
each Specified Hedging Agreement entered into with any counterparty that is a
Lender or an Affiliate of a Lender or was a Lender or an Affiliate of a Lender
at the time such Specified Hedging Agreement was entered into, and (d) the due
and punctual payment and performance of all obligations in respect of overdrafts
and related liabilities owed to any Lender, any Affiliate of a Lender, the
Administrative Agent or the Collateral Agent arising from treasury, depositary
and cash management services or in connection with any automated clearinghouse
transfer of funds.


                                       33

<PAGE>

     "OFFICERS' CERTIFICATE" shall mean a certificate executed by the Chairman
of the Board (if an officer), the Chief Executive Officer, the President, one of
the Financial Officers, each in his or her official (and not individual)
capacity.

     "ORIGINAL CLOSING DATE" shall mean November 24, 2003.

     "ORIGINAL CREDIT AGREEMENT" shall mean the Credit Agreement, dated as of
November 24, 2003, among the Borrower and certain parties hereto, as amended,
supplemented or otherwise modified prior to the PRIOR CLOSING DATE.

     "OTHER TAXES" shall mean any and all present or future stamp or documentary
taxes or any other excise or Property taxes, charges or similar levies
(including interest, fines, penalties and additions to tax) arising from any
payment made or required to be made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

     "OVERADVANCE" shall have the meaning assigned to such term in Section
10.10.

     "OZARK ACCOUNT(S)" shall mean those certain Account(s) with Ozark Auto
Purchasing LLC as the Account Debtor owing to Borrower, any other Borrowing Base
Guarantor, or any Subsidiary thereof.

     "PARTICIPANT" shall have the meaning assigned to such term in Section
11.04(e).

     "PARTICIPATING MEMBER STATE" shall mean any member state which adopts the
euro unit of the single currency pursuant to the Treaty.

     "PAYMENT ACCOUNT" means the account specified on the signature pages hereof
into which all payments by or on behalf of the Borrower to the Administrative
Agent under this Agreement shall be made, or such other account as the
Administrative Agent shall from time to time specify by notice to the Borrower.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to and
defined in ERISA.

     "PERFECTION CERTIFICATE" shall mean a certificate in the form of Exhibit
I-1 or any other form approved by the Collateral Agent, as the same shall be
supplemented from time to time by a Perfection Certificate Supplement or
otherwise.

     "PERFECTION CERTIFICATE SUPPLEMENT" shall mean a certificate supplement in
the form of Exhibit I-2 or any other form approved by the Collateral Agent.

     "PERMITTED ACQUISITION" shall mean Permitted Loan Funded Acquisition,
Permitted Non-Loan Funded Acquisition, or either of them.

     "PERMITTED ASSET SALE" shall mean, any Asset Sale made, directly or
indirectly, by Borrower or any Loan Party which meets each of the following
conditions:


                                       34

<PAGE>

     (a) no Default then exists or would result therefrom;

     (b) Borrower or such Loan Party, as the case may be, receives consideration
at the time of such Asset Sale at least equal to the Fair Market Value of the
assets sold or otherwise disposed of;

     (c) at least 75% of such consideration received by Borrower or such Loan
Party consists of (i) cash or Cash Equivalents, (ii) assets (other than
securities) to be used in a business of a same or substantially similar type as
that conducted by Borrower and the Subsidiaries on the Original Closing Date or
(iii) a combination of cash, Cash Equivalents and such assets described in
clause (c)(ii) above; and

     (d) in the case of any Permitted Asset Sale made by any Domestic and
Canadian Loan Party, the Collateral Agent has reasonably determined the Fixed
Asset Loan Value of any assets included in the Borrowing Base being sold and
made the appropriate adjustments to the Borrowing Base to reflect such Asset
Sale and following such adjustment, Borrower is in compliance with Section
6.08(c).

     "PERMITTED FIXED ASSET EXCHANGE" shall mean, with respect to any Equipment
or Real Property (the "RELINQUISHED FIXED ASSET") of any Company, an exchange by
such Company, in a transaction or series of related transactions simultaneously
or substantially simultaneously consummated, of the Relinquished Fixed Asset for
one or more items of Equipment or Real Property (the "REPLACED FIXED ASSET") of
any Person which is useful in the conduct of such Company's business and which
meets each of the following conditions:

          (a) no Default then exists or would result therefrom;

          (b) is an exchange consummated pursuant to agreements, instruments and
     documents which are submitted for review to the Collateral Agent and the
     Administrative Agent no less than ten (10) Business Days prior to the
     consummation of such exchange and which are reasonably satisfactory in the
     reasonable credit judgment of the Administrative Agent as to form and
     substance;

          (c) is an exchange of a Relinquished Fixed Asset located in the United
     States or Canada owned by a Domestic or Canadian Company for Replaced Fixed
     Assets located in the United States or Canada or is an exchange of a
     Relinquished Fixed Asset located outside the United State and Canada owned
     by a Foreign Company for Replaced Fixed Assets located outside the United
     States or Canada;

          (d) is an exchange of a Relinquished Fixed Asset the Exchange Fair
     Market Value of which, when added to the Exchange Fair Market Value of all
     Relinquished Fixed Assets exchanged in Permitted Fixed Asset Exchanges
     since the Original Closing Date, does not exceed the U.S. Dollar Equivalent
     of $75.0 million in the aggregate;

          (e) the Borrower shall have certified to the Collateral Agent and the
     Administration Agent the Exchange Fair Market Values of both the
     Relinquished Fixed Assets and the Replaced Fixed Assets; and


                                       35

<PAGE>

          (f) if a Relinquished Fixed Asset is a part of the Collateral, it
     shall be exchanged for Replaced Fixed Assets with respect to which, at the
     closing of any Permitted Fixed Asset Exchange, the Collateral Agent will be
     granted a first priority perfected Lien (subject to Permitted Liens under
     Sections 6.02(a), (b), (d) and (g)) pursuant to such documents and by such
     actions being taken as may be reasonably required by the Collateral Agent,
     and if a Relinquished Fixed Asset is Eligible Equipment or Eligible Real
     Property, (i) the Replaced Fixed Assets shall also constitute Eligible
     Equipment or Eligible Real Property, as the case may be, as determined by
     the Collateral Agent in the Collateral Agent's reasonable credit judgment
     and (ii) the Collateral Agent shall determine the Fixed Asset Loan Value of
     the Replaced Fixed Asset (including any Reserves which will be associated
     therewith) and the Fixed Asset Loan Value of the Relinquished Fixed Assets;

     provided, however, that to the extent (A) the Exchange Fair Market Value of
     the Replaced Fixed Assets is less than the Exchange Fair Market Value of
     the Relinquished Fixed Assets and/or (B) the Fixed Asset Loan Value of the
     Replaced Fixed Assets (after giving effect to any Reserves which will be
     associated therewith) determined under clause (f)(ii) above is less than
     the Fixed Asset Loan Value of the Relinquished Fixed Assets determined
     under clause (f)(ii) above (after giving effect to any Reserves to be
     released as a result of the disposition of such Property), Borrower shall
     immediately prepay the Obligations (without reduction in Commitments) in
     the amount equal to the greater of the difference obtained in clause (A) or
     clause (B) of this proviso as if such amount constituted Net Cash Proceeds
     of an Asset Sale.

     For the purposes of this definition, "Exchange Fair Market Value" shall
mean Fair Market Value; provided, however, that the Fair Market Value of any
Relinquished Fixed Asset or any Replaced Fixed Asset in excess of $1.0 million
but less than $5.0 million shall be determined conclusively by the board of
directors of Borrower (or a duly authorized committee thereof) acting in good
faith and shall be evidenced by a resolution of such board of directors
delivered to the Administrative Agent and the Collateral Agent; and provided,
further, however, that the Fair Market Value of any Relinquished Fixed Asset or
any Replaced Fixed Asset in excess of $5.0 million shall be determined by the
board of directors of the Borrower as provided in the immediately preceding
proviso, whose determination, however, shall not be conclusive but which shall
be supported by an appraisal as may be requested the Collateral Agent or the
Administrative Agent, at the expense of the Borrower, by an independent,
third-party appraiser designated by the Collateral Agent and reasonably
acceptable to the Borrower.

     "PERMITTED LIENS" shall have the meaning assigned to such term in Section
6.02.

     "PERMITTED LOAN FUNDED ACQUISITION" shall mean, with respect to Borrower or
any Borrowing Base Guarantor other than Holdings or Intermediate Holdings, any
transaction or series of related transactions for the direct or indirect (a)
acquisition of all or substantially all of the Property of any other Person, or
of any business, product line or division of any other Person; (b) acquisition
of in excess of 50% of the Equity Interests of any other Person, or otherwise
causing any other Person to become a Subsidiary of such Person; or (c) merger or
consolidation or any other combination with any other Person (so long as the
Borrower or a Borrowing Base


                                       36

<PAGE>

Guarantor is the surviving entity), if each of the following conditions are met,
as reasonably determined by the Administrative Agent:

          (i) no Default then exists or would result therefrom;

          (ii) after giving effect to such acquisition on a Pro Forma Basis, (A)
     Borrower shall be in compliance with the financial covenant set forth in
     Section 6.08 (to the extent such covenant is then applicable) as of the
     most recent Test Period (assuming, for purposes of Section 6.08, that such
     acquisition, and all other Permitted Loan Funded Acquisitions consummated
     since the first day of the relevant Test Period for the financial covenant
     set forth in Section 6.08 ending on or prior to the date of such
     acquisition, had occurred on the first day of such relevant Test Period),
     (B) the Companies can reasonably be expected to remain in compliance with
     such covenant through the Maturity Date and to have sufficient cash
     liquidity to conduct their business and pay their respective debts and
     other liabilities as they come due and (C) average daily Excess
     Availability for the 90-day period preceding the consummation of such
     acquisition would have exceeded $50.0 million on a Pro Forma Basis (after
     giving effect to such acquisition and the Revolving Loans funded in
     connection therewith as if made on the first day of such period) and the
     projections in connection with the proposed acquisition (based upon
     historical financial data of a recent date reasonably satisfactory to
     Administrative Agent, taking into account the proposed acquisition) shall
     reflect that average daily Excess Availability of $50.0 million shall
     continue for at least 1 year after the consummation of such acquisition.

          (iii) no Company shall, in connection with any such acquisition,
     assume or remain liable with respect to any Indebtedness or other liability
     (including any material tax or ERISA liability) of the related seller,
     except (A) to the extent permitted under Section 6.01, and (B) obligations
     of the seller incurred in the ordinary course of business and necessary or
     desirable to the continued operation of the underlying properties, and any
     other such liabilities or obligations not permitted to be assumed or
     otherwise supported by any Company hereunder shall be paid in full or
     released as to the assets being so acquired on or before the consummation
     of such acquisition;

          (iv) the acquired Person shall be engaged in a business of a same or
     substantially similar type as that conducted by Borrower and the
     Subsidiaries on the Original Closing Date and the Property acquired in
     connection with any such acquisition shall be made subject to the Lien of
     the Security Documents and shall be free and clear of any Liens, other than
     Permitted Liens;

          (v) Collateral Agent shall have received (except with respect to asset
     acquisitions) the Joinder Agreement from the acquired Person, joinder
     agreement to the Security Documents in the form annexed thereto and such
     other supplemental agreements, blocked account agreements and other
     agreements, instruments and documents in connection therewith as reasonably
     requested by the Collateral Agent together with all opinions, certificates,
     lien search results and other documents, agreements, instruments and
     reasonably requested by the Collateral Agent, all in form and substance
     reasonably satisfactory to the Collateral Agent;


                                       37

<PAGE>

          (vi) the board of directors or other similar governing body of the
     acquired Person shall not have indicated publicly its opposition to the
     consummation of such acquisition;

          (vii) with respect to any acquisition involving Acquisition
     Consideration of more than $1.0 million, Borrower shall have provided the
     Administrative Agent and the Lenders with (A) historical financial
     statements for the last three fiscal years of the Person or business to be
     acquired (audited if available without undue cost or delay) and unaudited
     financial statements thereof for the most recent interim period which are
     available, (B) reasonably detailed projections for the succeeding year
     pertaining to the Person or business to be acquired, (C) a reasonably
     detailed description of all material information relating thereto and
     copies of all material documentation pertaining to such acquisition, and
     (D) all such other information and data relating to such acquisition or the
     Person or business to be acquired as may be reasonably requested by the
     Administrative Agent or the Required Lenders;

          (viii) Borrower shall have delivered to the Administrative Agent, the
     Collateral Agent and the Lenders an Officers' Certificate certifying that
     (A) such acquisition complies with this definition (which shall have
     attached thereto reasonably detailed backup data and calculations showing
     such compliance), and (B) such acquisition could not reasonably be expected
     to result in a Material Adverse Effect;

          (ix) such acquisition shall be consensual and shall have been approved
     by the board of directors of the Person being acquired; and

          (x) the aggregate Acquisition Consideration for all Permitted Loan
     Funded Acquisitions since the Original Closing Date shall not exceed $150.0
     million; provided, that any Equity Interests constituting all or a portion
     of Acquisition Consideration shall not have a cash dividend requirement on
     or prior to the Maturity Date.

     Notwithstanding the foregoing, the Accounts and Inventory of the Person to
be acquired or comprising the assets to be acquired shall not be included as
Eligible Accounts or Eligible Inventory until a field audit with respect thereto
has been completed to the satisfaction of the Collateral Agent, including the
establishment of Reserves required in the Collateral Agent's reasonable credit
judgment.

     "PERMITTED NON-LOAN FUNDED ACQUISITION" shall mean, with respect to
Borrower, any Borrowing Base Guarantor, or any Foreign Subsidiary, any
transaction or series of related transactions for the direct or indirect (a)
acquisition (other than by Holdings) of all or substantially all of the Property
of any other Person, or of any business, product line or division of any other
Person; (b) acquisition of in excess of 50% of the Equity Interests of any other
Person, or otherwise causing any other Person to become a Subsidiary of such
Person; or (c) (i) merger or consolidation or any other combination of the
Borrower or any of the Borrowing Base Guarantors (other than Holdings) with any
other Person (so long as the Borrower or such Borrowing Base Guarantor shall be
the surviving entity) or (ii) merger or consolidation or any other combination
of any Foreign Subsidiary with any other: (A) Foreign Person which owns assets
and operates business within the United States or Canada; provided, that (x) the
aggregate


                                       38

<PAGE>

fair market value of all assets within the United States or Canada of all such
Foreign Persons acquired after the Original Closing Date do not exceed $5.0
million and (y) all such assets shall be transferred to a Domestic or a Canadian
Guarantor within 30 days of the consummation of the Permitted Non-Loan Funded
Acquisition involving such Foreign Person or (B) Foreign Person which owns
assets and operates business outside the United States and Canada so long as, if
such Foreign Subsidiary is a Guarantor or a Foreign Subsidiary whose Equity
Interest has been pledged and delivered to the Collateral Agent for the benefit
of the Secured Parties, such Foreign Subsidiary is the surviving entity, in each
case if each of the following conditions are met, as reasonably determined by
the Administrative Agent:

          (i) no Default then exists or would result therefrom;

          (ii) Acquisition Consideration consists entirely of proceeds of an
     Acquisition Debt Issuance permitted hereunder or Equity Issuance or
     entirely of a combination of cash which is provided by Foreign Subsidiaries
     and proceeds of Acquisition Debt Issuance permitted hereunder or Equity
     Issuance;

          (iii) such acquisition shall be consensual and shall have been
     approved by the board of directors of the Person being acquired; and

          (iv) after giving effect to such acquisition on a Pro Forma Basis, (A)
     Borrower shall be in compliance with the financial covenant set forth in
     Section 6.08 (to the extent such covenant is then applicable) as of the
     most recent Test Period (assuming, for purposes of Section 6.08, that such
     acquisition, and all other Permitted Non-Loan Funded Acquisitions
     consummated since the first day of the relevant Test Period for the
     financial covenant set forth in Section 6.08 ending on or prior to the date
     of such acquisition, had occurred on the first day of such relevant Test
     Period), (B) the Companies can reasonably be expected to remain in
     compliance with such covenant through the Maturity Date and to have
     sufficient cash liquidity to conduct their business and pay their
     respective debts and other liabilities as they come due and (C) average
     daily Excess Availability for the 90-day period preceding the consummation
     of such acquisition would have exceeded $25.0 million on a Pro Forma basis
     (after giving effect to such acquisition and the Revolving Loans funded in
     connection therewith as if made on the first day of such period) and the
     projections in connection with the proposed acquisition (based upon
     historical financial data of a recent date reasonably satisfactory to the
     Administrative Agent, taking into account the proposed acquisition) shall
     reflect that such average daily Excess Availability of $25.0 million shall
     continue for at least 1 year after the consummation of such acquisition.

     "PERSON" shall mean any natural Person, corporation, business trust, joint
venture, association, company, limited liability company, partnership or
government, or any agency or political subdivision thereof.

     "PLAN" shall mean any "employee pension benefit plan" as such term is
defined in Section 3(2) of ERISA (other than a Multiemployer Plan) subject to
the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA which is maintained or contributed


                                       39

<PAGE>

to by any Company or its ERISA Affiliate or with respect to which any Company
could incur liability (including, without limitation, under Section 4069 of
ERISA).

     "PNC HEDGE AGREEMENT" shall mean that certain ISDA Master Agreement (and
related Schedule) between General Cable Corporation and PNC Bank, National
Association, dated as of November 5, 2001, for a notional amount of $9.0
million, with a maturity of November 11, 2011, as amended by that certain ISDA
Amendment to the ISDA Master Agreement dated as of November 24, 2003 and as the
same may be amended, modified or supplemented from time to time.

     "PPSA" shall mean the Personal Property Security Act as from time to time
in effect in the Province of Nova Scotia and the regulations thereunder, as from
time to time in effect, provided, however, if validity, attachment, perfection
or priority of Collateral Agent's security interests in any Collateral are
governed by the personal property security laws of any jurisdiction in Canada
other than Nova Scotia, "PPSA" shall mean those personal property security laws
in such other jurisdiction for the purposes of the provisions hereof relating to
such validity, attachment, perfection or priority and for the definitions
related to such provisions.

     "PREFERRED STOCK" shall mean, with respect to any Person, any and all
preferred or preference Equity Interests (however designated) of such Person
whether now outstanding or issued after the Original Closing Date.

     "PRIOR CLOSING DATE" shall mean October 22, 2004.

     "PRIOR CREDIT AGREEMENT" shall have the meaning assigned to such term in
the Recitals hereto.

     "PRIOR LIEN" shall have the meaning assigned to such term in the applicable
Security Document.

     "PRO FORMA BASIS" shall mean on a basis in accordance with GAAP and
Regulation S-X under the Securities Act and otherwise reasonably satisfactory to
the Administrative Agent.

     "PRO RATA PERCENTAGE" of any Revolving Lender at any time shall mean the
percentage of the total Revolving Commitment represented by such Lender's
Revolving Commitment.

     "PROPERTY" shall mean any right, title or interest in or to property or
assets of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible and including Equity Interests or other ownership
interests of any Person and whether now in existence or owned or hereafter
entered into or acquired, including, without limitation, all Real Property.

     "PURCHASE MONEY OBLIGATION" shall mean, for any Person, the obligations of
such Person in respect of Indebtedness incurred for the purpose of financing all
or any part of the purchase price of any Property (including Equity Interests of
any Person) or the cost of installation, construction or improvement of any
Property or assets and any refinancing thereof; provided, however, that such
Indebtedness is incurred within 90 days after such acquisition of such Property
by such Person.


                                       40

<PAGE>

     "QUALIFIED CAPITAL STOCK" of any Person shall mean any capital stock of
such Person that is not Disqualified Capital Stock.

     "QUALIFIED SENIOR NOTE DOCUMENTS" shall mean the Qualified Senior Note
Indenture and other agreement pursuant to which the Qualified Senior Notes are
issued as contemplated by the Confidential Information Memorandum related to
9.5% Senior Notes and all other documents executed and delivered with respect to
the Qualified Senior Notes.

     "QUALIFIED SENIOR NOTE INDENTURE" shall mean that certain Indenture, dated
as of November 24, 2003, among Holdings, the guarantors named therein and US
Bank National Association, as trustee, with respect to the Qualified Senior
Notes, as in effect on the Original Closing Date.

     "QUALIFIED SENIOR NOTES" shall mean Holdings' 9.5% Senior Notes due 2010
issued pursuant to the Qualified Senior Note Documents and any registered notes
issued by Holdings in exchange for, and as contemplated by the Notes, with
substantially identical terms as the Notes.

     "REAL PROPERTY" shall mean, collectively, all right, title and interest
(including any leasehold estate) in and to any and all parcels of or interests
in real Property owned, leased or operated by any Person, whether by lease,
license or other means, together with, in each case, all easements,
hereditaments and appurtenances relating thereto, all improvements and
appurtenant fixtures and equipment, all general intangibles and contract rights
and other Property and rights incidental to the ownership, lease or operation
thereof.

     "REFINANCING" shall mean the repayment in full and the termination of any
commitment to make extensions of credit under all of the indebtedness of
Holdings and Borrower and Guarantors which was outstanding on the Original
Closing Date, as listed on Schedule 1.01(b).

     "REGISTER" shall have the meaning assigned to such term in Section
11.04(c).

     "REGULATION D" shall mean Regulation D of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "REGULATION T" shall mean Regulation T of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "REGULATION U" shall mean Regulation U of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "REGULATION X" shall mean Regulation X of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "REINVESTMENT RESERVE" shall have the meaning assigned to such term in
Section 2.10(g).

     "RELEASE" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing, emanating or migrating of any Hazardous Material in,
into, onto or through the Environment.


                                       41

<PAGE>

     "REQUIRED LENDERS" shall mean, at any time, Lenders having more than fifty
percent (50%) of the Revolving Commitments or, if the Revolving Commitments have
been terminated, more than fifty percent (50%) of the sum of Revolving Exposure.

     "REQUIREMENTS OF LAW" shall mean, collectively, any and all requirements of
any Governmental Authority including any and all laws, ordinances, rules,
regulations or similar statutes or case law.

     "RESERVES" shall mean reserves established against the Borrowing Base that
the Collateral Agent may, in its reasonable credit judgment, establish from time
to time and that has a reasonable relationship to the event, condition or other
matter which is the basis for such Reserve as determined by the Collateral Agent
in good faith. Without limiting the generality of the foregoing, Reserves shall
include any Hedging Reserve, Reinvestment Reserve (including any Line Reserve)
and Canadian Priority Payment Reserve.

     "RESPONSE" shall mean (a) "response" as such term is defined in CERCLA, 42
U.S.C. Section 9601(24), and (b) all other actions required by any Governmental
Authority or voluntarily undertaken to: (i) clean up, remove, treat, abate or in
any other way address any Hazardous Material in the environment; (ii) prevent
the Release or threat of Release, or minimize the further Release, of any
Hazardous Material; or (iii) perform studies and investigations in connection
with, or as a precondition to, clause (i) or (ii) above.

     "RESPONSIBLE OFFICER" of any corporation shall mean any executive officer
or Financial Officer of such corporation and any other officer or similar
official thereof with responsibility for the administration of the obligations
of such corporation in respect of this Agreement.

     "RESTRICTED PAYMENTS" with respect to any Company shall mean (a) a
declaration or payment of a dividend or return of any equity capital to its
stockholders or other equity holders or authorization or the incurrence of any
liability to make any other payment, distribution or delivery of other Property
in respect of Equity Interest (other than common stock of such Company) or cash
to its stockholders or other equity holders as such, (b) redemption, retirement,
purchase, defeasance, or other acquisition, direct or indirect, for a
consideration of any shares of any class of its capital stock or other Equity
Interest outstanding (or any options or warrants issued by such Person with
respect to its capital stock or other Equity Interest), or setting aside any
funds or any payments on account of the sinking fund for any of the foregoing
purposes, or permitting any of Subsidiaries of such Company to purchase or
otherwise acquire for a consideration any shares of any class of the capital
stock of such Person outstanding (or any options or warrants issued by such
Person with respect to its capital stock), (c) any payment or prepayment of
principal of, premium, if any, or interest, fees or other charges on or with
respect to, and any redemption, purchase, retirement, defeasance, sinking fund
or similar payment and any claim for rescission with respect to, any
Indebtedness expressly subordinated as to right and time of payment to the prior
indefeasible payment in full in cash of the Obligations (provided, that the
Qualified Senior Notes shall not be deemed, for the purposes hereof, to be
subordinated by reason of being unsecured), (d) any payment of a claim for the
rescission of the purchase or sale of, or for material damages arising from the
purchase or sale of, any Equity Interest in such Company or of a claim for
reimbursement, indemnification or contribution arising out of or related to any
such claim for damages or rescission and (e) any payment, loan, contribution, or


                                       42

<PAGE>

other transfer of funds or other Property to any stockholder or any other equity
holder of such Company other than payment of compensation in the ordinary course
of business to stockholders or other equity holders who are employees of such
Company. Without limiting the foregoing, "Restricted Payments" with respect to
any Company shall also include all payments made or required to be made by such
Company with respect to any stock appreciation right, plan, equity incentive or
achievement plans or any similar plans or setting aside of any funds for the
foregoing purposes.

     "REVOLVING AVAILABILITY PERIOD" shall mean the period from and including
the Closing Date to but excluding the earlier of the Maturity Date and the date
of termination of the Revolving Commitments.

     "REVOLVING BORROWING" shall mean a Borrowing comprised of Revolving Loans.

     "REVOLVING COMMITMENT" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans hereunder up to the
amount set forth on Schedule I to the Lender Addendum executed and delivered by
such Lender, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Revolving Commitment, as applicable, as the same may be (a) reduced
from time to time pursuant to Section 2.07 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section
11.04. The aggregate amount of the Lenders' Revolving Commitments on the Closing
Date is $300.0 million.

     "REVOLVING EXPOSURE" shall mean, with respect to any Lender at any time,
the aggregate principal amount at such time of all outstanding Revolving Loans
of such Lender, plus the aggregate amount at such time of such Lender's LC
Exposure, plus the aggregate amount at such of such Lender's Swingline Exposure.

     "REVOLVING LENDER" shall mean a Lender with a Revolving Commitment.

     "REVOLVING LOANS" shall mean a Loan made by the Lenders to Borrower
pursuant to Section 2.01(a).

     "ROBERT BOSCH ACCOUNT(S)" shall mean those certain Accounts with Robert
Bosch Corporation, as the Account Debtor, owing to Borrower, any Borrowing Base
Guarantor, or any Subsidiary thereof.

     "SARBANES-OXLEY ACT" shall mean the United States Sarbanes-Oxley Act of
2002.

     "SEC" shall mean the Securities and Exchange Commission of the United
States of America.

     "SECURED PARTIES" shall mean, collectively, the Administrative Agent, the
Collateral Agent, the Lenders, Issuing Bank and each party to a Specified Hedge
Agreement if at the date of entering into such Specified Hedging Agreement such
Person was a Lender or an Affiliate of a Lender and such Affiliate executes and
delivers to the Administrative Agent a letter agreement in form and substance
acceptable to the Administrative Agent pursuant to which such Person (i)
appoints the Collateral Agent as its agent under the applicable Loan Documents,
(ii) agrees to


                                       43

<PAGE>

be bound by the provisions of Section 9.05 and (iii) ratifies the constitution
of the Collateral Agent as the holder of an irrevocable power of attorney (fonde
de pouvoir) as provided in Section 10.01(b).

     "SECURITIES ACCOUNT CONTROL AGREEMENT" shall have the meaning assigned to
such term in the Security Agreement.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     "SECURITY AGREEMENT COLLATERAL" shall mean all Property pledged or granted
as collateral pursuant to the Security Agreements delivered on the Original
Closing Date or thereafter pursuant to Section 5.11.

     "SECURITY AGREEMENT" shall mean a Security Agreement substantially in the
form of Exhibit J among the Loan Parties and Collateral Agent for the benefit of
the Secured Parties and Canadian Security Agreement, as the same may from time
to time be modified, amended, extended or reaffirmed in accordance with the
terms hereof and with the consent of Collateral Agent.

     "SECURITY DOCUMENTS" shall mean the Security Agreements, the Mortgages, the
Perfection Certificate, Foreign Guaranties, Foreign Pledge Agreements, Canadian
Pledge Agreements and each other security document or pledge agreement delivered
in accordance with applicable local or foreign law to grant a valid, perfected
security interest in any Property, and all UCC or PPSA or other financing
statements or instruments of perfection required by such Security Documents, to
be filed with respect to the security interests in Property and fixtures created
pursuant to such Security Documents and any other document or instrument
utilized to pledge as collateral for the Obligations any Property of whatever
kind or nature.

     "SELLER" has the meaning assigned to such term in the first recital hereto.

     "SETTLEMENT DATE" has the meaning assigned to such term in Section 10.12.

     "SPECIAL AGENT ADVANCE" shall have the meaning assigned to such term in
Section 10.11.

     "SPECIFIED FOREIGN CURRENCY HEDGING AGREEMENT" shall mean the Hedging
Agreement and other documentation in a form and substance reasonably acceptable
to the Administrative Agent evidencing the cross currency swap transaction with
Holdings described in Exhibit SHA attached hereto.

     "SPECIFIED HEDGING AGREEMENTS" shall mean the PNC Hedge Agreement, the
Specified Foreign Currency Hedging Agreement or any Hedging Agreements made or
entered into at any time, or in effect at any time (whether heretofore or
hereafter) between Borrower or any Borrowing Base Guarantors and a counterparty
to a Hedging Agreement reasonably satisfactory to the Administrative Agent
(which may include any Lender hereunder or any Affiliate of such Lender) and on
terms reasonably satisfactory to the Administrative Agent.


                                       44

<PAGE>

     "STANDBY LETTER OF CREDIT" shall mean any standby letter of credit or
similar instrument issued for the purpose of supporting (a) workers'
compensation liabilities of Borrower or any Borrowing Base Guarantor, (b) the
obligations of third-party insurers of Borrower or any Borrowing Base Guarantor
arising by virtue of the laws of any jurisdiction requiring third-party insurers
to obtain such letters of credit, or (c) performance, payment, deposit or surety
obligations of Borrower or any Borrowing Base Guarantor if required by law or
governmental rule or regulation or in accordance with custom and practice in the
industry.

     "STATUTORY RESERVES" shall mean, for any Interest Period for any Eurodollar
Revolving Borrowing, the average maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under Regulation D by member banks of the United
States Federal Reserve System in New York City with deposits exceeding one
billion Dollars against "Eurodollar liabilities" (as such term is used in
Regulation D). Eurodollar Revolving Borrowings shall be deemed to constitute
Eurodollar liabilities and to be subject to such reserve requirements without
benefit of or credit for proration, exceptions or offsets which may be available
from time to time to any Lender under Regulation D.

     "SUBSIDIARY" shall mean, with respect to any Person (the "PARENT") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the ordinary voting power or, in the case of a partnership, more
than 50% of the general partnership interests are, as of such date, owned,
controlled or held, or (b) that is, as of such date, otherwise Controlled, by
the parent or one or more Subsidiaries of the parent or by the parent and one or
more Subsidiaries of the parent. Unless otherwise set forth herein, reference in
this Agreement to "Subsidiary" shall mean Holdings' direct and indirect
Subsidiaries.

     "SUPERMAJORITY LENDERS" shall mean, at any time, Lenders having at least
80% of the Revolving Commitments or, if the Revolving Commitments have been
terminated, at least 80% of the sum of Revolving Exposure.

     "SURVEY" shall mean a survey of any Mortgaged Real Property (and all
improvements thereon) (i) prepared by a surveyor or engineer licensed to perform
surveys in the state where such Mortgaged Real Property is located, (ii) dated
(or redated) not earlier than six months prior to the date of delivery thereof
unless there shall have occurred within six months prior to such date of
delivery any exterior construction on the site of such Mortgaged Real Property,
in which event such survey shall be dated (or redated) after the completion of
such construction or if such construction shall not have been completed as of
such date of delivery, not earlier than 20 days prior to such date of delivery,
(iii) certified by the surveyor (in a manner reasonably acceptable to the
Administrative Agent and the Collateral Agent) to the Administrative Agent, the
Collateral Agent and the Title Company, (iv) complying in all respects with the
minimum detail requirements of the American Land Title Association as such
requirements are in effect on the date of preparation of such survey and (v)
sufficient for the Title Company to remove all


                                       45

<PAGE>

standard survey exceptions from the title insurance policy (or commitment)
relating to such Mortgaged Real Property and issue the endorsements of the type
required by Section 4.01(o)(iii).

     "SWINGLINE COMMITMENT" shall mean the commitment of the Swingline Lender to
make loans pursuant to Section 2.17, as the same may be reduced from time to
time pursuant to Section 2.07 or Section 2.17.

     "SWINGLINE EXPOSURE" shall mean at any time the aggregate principal amount
at such time of all outstanding Swingline Loans. The Swingline Exposure of any
Revolving Lender at any time shall equal its Pro Rata Percentage of the
aggregate Swingline Exposure at such time.

     "SWINGLINE LENDER" shall have the meaning assigned to such term in the
preamble hereto.

     "SWINGLINE LOAN" shall mean any Loan made by the Swingline Lender pursuant
to Section 2.17.

     "SYNDICATION AGENT" shall have the meaning assigned to such term in the
preamble hereto.

     "TAX RETURN" shall mean all returns, statements, filings, attachments and
other documents or certifications required to be filed in respect of Taxes.

     "TAX SHARING AGREEMENTS" shall mean all tax sharing, tax allocation and
other similar agreements entered into by Holdings or any Subsidiary of Holdings.

     "TAXES" shall mean (i) any and all present or future taxes, duties, levies,
fees, imposts, assessments, deductions, withholdings or other charges, whether
computed on a separate, consolidated, unitary, combined or other basis and any
and all liabilities (including interest, fines, penalties or additions to tax)
with respect to the foregoing, and (ii) any transferee, successor, joint and
several, contractual or other liability (including, without limitation,
liability pursuant to Treasury Regulation Section 1.1502-6 (or any similar
provision of state, local or non-U.S. law)) in respect of any item described in
clause (i).

     "TEST PERIOD" shall mean, at any time, the four consecutive fiscal quarters
of Borrower then last ended (in each case taken as one accounting period) for
which financial statements have been or are required to be delivered to the
Administrative Agent pursuant to Section 5.01(a) or (b).

     "TITLE COMPANY" shall mean any title insurance company as shall be retained
by Borrower and reasonably acceptable to the Administrative Agent.

     "TITLE POLICY" shall mean all policies issued by the Title Company in
connection with the Prior Credit Agreement, together with endorsements to such
policies to "bring-down" the status of title and to confirm that such policies
continue to apply to the Mortgages and the Obligations under this Agreement and
the Prior Credit Agreement.


                                       46

<PAGE>

     "TRANSACTION DOCUMENTS" shall mean the Equity Financing Documents,
Qualified Senior Note Documents and the Loan Documents.

     "TRANSACTIONS" shall mean, collectively, the transactions to occur on or
prior to the Original Closing Date pursuant to the Transaction Documents,
including (a) the execution and delivery of the Loan Documents and the initial
borrowings hereunder; (b) the Refinancing; (c) the Equity Financing; (d) the
execution and delivery of the Qualified Senior Note Documents and the financing
contemplated thereunder; and (e) the payment of all fees and expenses to be paid
on or prior to the Original Closing Date and owing in connection with the
foregoing.

     "TREASURY REGULATION" means the regulations promulgated under the Code.

     "TREATY" shall mean the treaty establishing the European Community being
the Treaty of Rome as amended from time to time.

     "TYPE," when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan, or on the Loans comprising such Borrowing, is
determined by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.

     "UBS" shall have the meaning assigned to such term in the preamble hereto.

     "UCC" shall mean the Uniform Commercial Code of the State of New York or of
any other state the laws of which are required to be applied in connection with
the perfection of security interests in any Collateral.

     "WHOLLY OWNED SUBSIDIARY" shall mean, as to any Person, (a) any corporation
100% of whose capital stock (other than directors' qualifying shares) is at the
time owned by such Person and/or one or more Wholly Owned Subsidiaries of such
Person and (b) any partnership, association, joint venture, limited liability
company or other entity in which such Person and/or one or more Wholly Owned
Subsidiaries of such Person have a 100% Equity Interest at such time. Unless
otherwise set forth herein, reference in this Agreement to "Wholly Owned
Subsidiary" shall mean Holdings' direct and indirect Wholly Owned Subsidiaries.

     "WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.02 CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "REVOLVING
LOAN") or by Type (e.g., a "EURODOLLAR REVOLVING LOAN") or by Class and Type
(e.g., a "EURODOLLAR REVOLVING LOAN"). Borrowings also may be classified and
referred to by Class (e.g., a "REVOLVING BORROWING") or by Type (e.g., a
"EURODOLLAR REVOLVING BORROWING") or by Class and Type (e.g., a "EURODOLLAR
REVOLVING BORROWING").

     SECTION 1.03 TERMS GENERALLY. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "INCLUDE", "INCLUDES" and "INCLUDING" shall
be deemed to be followed by the phrase "WITHOUT


                                       47

<PAGE>

LIMITATION". The word "WILL" shall be construed to have the same meaning and
effect as the word "SHALL". Unless the context requires otherwise (a) any
definition of or reference to any Loan Document, agreement, instrument of other
document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be construed to
include such Person's successors and assigns, (c) the words "HEREIN", "HEREOF"
and "HEREUNDER", and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (d)
all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, and (f) the words "ASSET" and "PROPERTY" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

     SECTION 1.04 ACCOUNTING TERMS; GAAP. Except as otherwise expressly provided
herein, all financial statements to be delivered pursuant to this Agreement
shall be prepared in accordance with GAAP as in effect from time to time and all
terms of an accounting or financial nature shall be construed in accordance with
GAAP, as in effect on the date hereof unless agreed to by Borrower and the
Required Lenders. In the event that any "Accounting Change" (as defined below)
shall occur and such change results in a change in the method of calculation of
financial covenants, standards or terms in this Agreement, then the Borrower and
the Administrative Agent agree to enter into negotiations in order to amend such
provisions of this Agreement so as to equitably reflect such Accounting Changes
with the desired result that the criteria for evaluating the Borrower's
financial condition shall be the same after such Accounting Changes as if such
Accounting Changes had not been made. Until such time as such an amendment shall
have been executed and delivered by the Borrower and the Required Lenders, all
financial covenants, standards and terms in this Agreement shall continue to be
calculated or construed as if such Accounting Changes had not occurred.
"ACCOUNTING CHANGES" refers to changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial
Accounting Standards Board of the American Institute of Certified Public
Accountants or, if applicable, the Securities and Exchange Commission (or
successors thereto or agencies with similar functions).

                                   ARTICLE II.

                                   THE CREDITS

     SECTION 2.01 COMMITMENTS. Subject to the terms and conditions and relying
upon the representations and warranties herein set forth, each Revolving Lender
agrees, severally and not jointly:

     (a) to make Revolving Loans to Borrower, at any time and from time to time
after the Closing Date until the earlier of one Business Day prior to the
Maturity Date and the termination of the Revolving Commitment of such Lender in
accordance with the terms hereof, in an aggregate principal amount at any time
outstanding that will not (subject to provisions of Sections 10.10 and 10.11)
result in such Lender's Revolving Exposure exceeding the lesser of (A) such
Lender's Revolving Commitment less such Lender's Pro Rata Percentage of any Line


                                       48

<PAGE>

Reserve and (B) such Lender's Pro Rata Percentage multiplied by the Borrowing
Base then in effect.

     (b) Within the limits set forth in clause (a) above and subject to the
terms, conditions and limitations set forth herein, Borrower may borrow, pay or
prepay and reborrow Revolving Loans.

     SECTION 2.02 LOANS. (a) Each Loan (other than Swingline Loans) shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their applicable Commitments; provided, that the failure of any
Lender to make any Loan shall not in itself relieve any other Lender of its
obligation to lend hereunder (it being understood, however, that no Lender shall
be responsible for the failure of any other Lender to make any Loan required to
be made by such other Lender). Except for Loans deemed made pursuant to Sections
2.02(f) or 2.02(g), Loans (other than Swingline Loans) comprising any Borrowing
shall be in an aggregate principal amount that is (i) in the case of ABR Loans,
integral multiples of $1.0 million and not less than $5.0 million or (B) in the
case of Eurodollar Revolving Loans, an integral multiple of $1.0 million and not
less than $5.0 million or (ii) equal to the remaining available balance of the
applicable Revolving Commitments.

     (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Revolving Loans as Borrower may request
pursuant to Section 2.03. Each Lender may at its option make any Eurodollar
Revolving Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided, that any exercise of such option shall not
affect the obligation of Borrower to repay such Loan in accordance with the
terms of this Agreement. Borrowings of more than one Type may be outstanding at
the same time; provided further that Borrower shall not be entitled to request
any Borrowing that, if made, would result in more than six Eurodollar Revolving
Borrowings outstanding hereunder at any one time. For purposes of the foregoing,
Borrowings having different Interest Periods, regardless of whether they
commence on the same date, shall be considered separate Borrowings.

     (c) Subject to the settlement provisions of Section 10.12, each Lender
shall make each Loan (other than Swingline Loans) to be made by it hereunder on
the proposed date thereof by wire transfer of immediately available funds to the
Payment Account, or to such other account as the Administrative Agent may
designate from time to time, not later than 2:00 p.m., New York City time, and,
except with respect to Loans deemed made pursuant to Sections 2.02(f) or
2.02(g), the Administrative Agent shall promptly credit the amounts so received,
in like funds, to an account as directed by Borrower in the applicable Borrowing
Request or, if a Borrowing shall not occur on such date because any condition
precedent herein specified shall not have been met, return the amounts so
received to the respective Lenders.

     (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above, and the Administrative Agent may, in
reliance upon such assumption, make available to Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available then, to the extent that


                                       49

<PAGE>

such Lender shall not have made such portion available to the Administrative
Agent, such Lender and Borrower severally agree to repay to the Administrative
Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to Borrower
until the date such amount is repaid to the Administrative Agent at (i) in the
case of Borrower, the interest rate applicable at the time to the Loans
comprising such Borrowing and (ii) in the case of such Lender, a rate determined
by the Administrative Agent to represent its cost of overnight or short-term
funds (which determination shall be conclusive absent manifest error). If such
Lender shall repay to the Administrative Agent such corresponding amount, such
amount shall constitute such Lender's Loan as part of such Borrowing for
purposes of this Agreement.

     (e) Notwithstanding any other provision of this Agreement, Borrower shall
not be entitled to request, or to elect to convert or continue, any Borrowing if
the Interest Period requested with respect thereto would end after the Maturity
Date.

     (f) If the Issuing Bank shall not have received from Borrower the payment
required to be made by Section 2.18(e) within the time specified in such
Section, the Issuing Bank will promptly notify the Administrative Agent of the
LC Disbursement and the Administrative Agent will promptly notify each Revolving
Lender of such LC Disbursement and its Pro Rata Percentage thereof. Subject to
the settlement provisions of Section 10.12, each Revolving Lender shall pay by
wire transfer of immediately available funds to the Administrative Agent on such
date (or, if such Revolving Lender shall have received such notice later than
1:00 p.m., New York City time, on any day, not later than 1:00 p.m., New York
City time, on the immediately following Business Day), an amount equal to such
Lender's Pro Rata Percentage of such LC Disbursement (it being understood that
such amount shall be deemed to constitute an ABR Revolving Loan of such Lender,
and such payment shall be deemed to have reduced the LC Exposure), and the
Administrative Agent will promptly pay to the Issuing Bank amounts so received
by it from the Revolving Lenders. The Administrative Agent will promptly pay to
the Issuing Bank any amounts received by it from Borrower pursuant to Section
2.18(e) prior to the time that any Revolving Lender makes any payment pursuant
to this paragraph (f); any such amounts received by the Administrative Agent
thereafter will be promptly remitted by the Administrative Agent to the
Revolving Lenders that shall have made such payments and to the Issuing Bank, as
their interests may appear. If any Revolving Lender shall not have made its Pro
Rata Percentage of such LC Disbursement available to the Administrative Agent as
provided above, such Lender and Borrower severally agree to pay interest on such
amount, for each day from and including the date such amount is required to be
paid in accordance with this paragraph (f) to but excluding the date such amount
is paid, to the Administrative Agent for the account of the Issuing Bank at (i)
in the case of Borrower, a rate per annum equal to the interest rate applicable
to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such
Lender, for the first such day, the Federal Funds Effective Rate, and for each
day thereafter, the Alternate Base Rate.

     (g) Borrower hereby authorizes the Administrative Agent to, and in its sole
election Administrative Agent may, debit to the Revolving Loan (i) all payments
of principal, interest and Fees and (ii) upon not less than three Business Days'
notice to Borrower, expenses reimbursable to the Administrative Agent and the
Collateral Agent, Lenders and Issuing Bank pursuant to


                                       50

<PAGE>

Section 11.03 or pursuant to other Loan Documents and other sums payable under
the Loan Documents.

     SECTION 2.03 BORROWING PROCEDURE. To request a Revolving Borrowing,
Borrower shall notify the Administrative Agent of such request by telephone
(confirmed by telecopy or e-mail no later than one Business Day following such
request) (i) in the case of a Eurodollar Revolving Borrowing, not later than
1:00 p.m., New York City time, three Business Days before the date of the
proposed Borrowing or in the case of an ABR Borrowing (other than Swingline
Loans) not later than 1:00 p.m., New York City time, on the Business Day of the
proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by Borrower. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

          (a) whether the requested Borrowing is to be a Revolving Borrowing or
     a Swingline Loan;

          (b) the aggregate amount of such Borrowing;

          (c) the date of such Borrowing, which shall be a Business Day;

          (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
     Revolving Borrowing;

          (e) in the case of a Eurodollar Revolving Borrowing, the initial
     Interest Period to be applicable thereto, which shall be a period
     contemplated by the definition of the term "Interest Period"; provided,
     that until the earlier of (i) the date on which the Administrative Agent
     shall have notified Borrower that the primary syndication of the
     Commitments has been completed and (ii) the date which is 180 days after
     the Original Closing Date, the Interest Period shall be one month;

          (f) the location and number of Borrower's account to which funds are
     to be disbursed, which shall comply with the requirements of Section 2.02;
     and

          (g) that the conditions set forth in Section 4.02 (b)-(e) are
     satisfied as of the date of the notice.

     If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then Borrower shall be
deemed to have selected an Interest Period of one month's duration (subject to
the proviso in clause (e) above). Promptly following receipt of a Borrowing
Request in accordance with this Section 2.03, the Administrative Agent shall
notify Collateral Agent of the borrowing Request, confirm with Collateral Agent
that the funding of such Borrowing Request is in conformity with this Section
2.03 and advise each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.


                                       51

<PAGE>

     SECTION 2.04 EVIDENCE OF DEBT; REPAYMENT OF LOANS. (a) Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account
of each Revolving Lender, the then unpaid principal amount of each Revolving
Loan of such Lender on the Maturity Date and (ii) to the Swingline Lender the
then unpaid principal amount of each Swingline Loan on the earlier of the
Maturity Date and the 10th day (or earlier, but, subject to application of funds
under Section 9.01(f), at least two Business Days) after such Swingline Loan is
made; provided, that on each date that a Revolving Borrowing is made, Borrower
shall repay all Swingline Loans that were outstanding on the date such Borrowing
was requested.

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

     (c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type and Class thereof
and the Interest Period applicable thereto; (ii) the amount of any principal or
interest due and payable or to become due and payable from Borrower to each
Lender hereunder; and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.
The Administrative Agent shall, from time to time, advise the Collateral Agent
of the status of such accounts to permit Collateral Agent to determine the
Borrowing Base.

     (d) The entries made in the accounts maintained pursuant to paragraphs (b)
and (c) above shall be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided, that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in
any manner affect the obligations of Borrower to repay the Loans in accordance
with their terms.

     (e) Any Lender may request that Loans of any Class made by it be evidenced
by a promissory note. In such event, Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) in the form
of Exhibit H-1 or H-2, as the case may be. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 11.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

     (f) All funds in the Blocked Accounts (including the Concentration Account)
shall be applied to the Loans and other Obligations in accordance with Section
9.01 hereof.

     SECTION 2.05 FEES. (a) Commitment Fee. Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee (a
"COMMITMENT FEE"), equal to 0.25% per annum on the average daily unused amount
of each Commitment of such Lender during the period from and including the
Original Closing Date to but excluding the date on which such Commitment
terminates. Accrued Commitment Fees shall be payable in arrears on the last day
of March, June, September and December of each year and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur
after the


                                       52

<PAGE>

Original Closing Date. All Commitment Fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). For purposes of computing
Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of
a Lender shall be deemed to be used to the extent of the outstanding Revolving
Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender
shall be disregarded for such purpose).

     (b) Administrative Agent Fees; Collateral Agent Fees. Borrower agrees to
pay to the (i) the Administrative Agent, for its own account, the administrative
fees set forth in the Fee Letter or such other fees payable in the amounts and
at the times separately agreed upon between Borrower and the Administrative
Agent (the "ADMINISTRATIVE AGENT FEES") and (ii) (i) Collateral Agent, for its
own account, the collateral monitoring fee set forth in the Fee Letter or such
other fees payable in the amounts and at the times separately agreed upon
between Borrower and the Collateral Agent (the "COLLATERAL AGENT FEES").

     (c) LC and Fronting Fees. Borrower agrees to pay (i) to the Administrative
Agent for the account of each Revolving Lender a participation fee ("LC
PARTICIPATION FEE") with respect to its participations in Letters of Credit,
which shall accrue at a rate equal to the Applicable Margin from time to time
used to determine the interest rate on Eurodollar Revolving Loans pursuant to
Section 2.06 on the average daily amount of such Lender's LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Original Closing Date to but excluding the later
of the date on which such Lender's Revolving Commitment terminates and the date
on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing
Bank a fronting fee ("FRONTING FEE"), which shall accrue at the rate of 0.125%
per annum on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from
and including the Original Closing Date to but excluding the later of the date
of termination of the Revolving Commitments and the date on which there ceases
to be any LC Exposure, as well as the Issuing Bank's standard fees with respect
to the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Accrued LC Participation Fees and Fronting
Fees shall be payable in arrears on the last day of March, June, September and
December of each year, commencing on the first such date to occur after the
Original Closing Date; provided, that all such fees shall be payable on the date
on which the Revolving Commitments terminate and any such fees accruing after
the date on which the Revolving Commitments terminate shall be payable on
demand. Any other fees payable to the Issuing Bank pursuant to this paragraph
shall be payable within 10 days after demand. All LC Participation Fees and
Fronting Fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day). Following the occurrence and during the continuance of
an Event of Default, the LC Participation Fee shall be increased to a per annum
rate equal to 2% plus the otherwise applicable rate with respect thereto.

     (d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Fronting Fees shall be paid directly to the
Issuing Bank. Once paid, none of the Fees shall be refundable under any
circumstances.


                                       53

<PAGE>

     SECTION 2.06 INTEREST ON LOANS AND DEFAULT COMPENSATION. (a) Subject to the
provisions of Section 2.06(c), the Loans comprising each ABR Borrowing and each
Swingline Loan, shall bear interest at a rate per annum equal to the Alternate
Base Rate plus the Applicable Margin in effect from time to time.

     (b) Subject to the provisions of Section 2.06(c), the Loans comprising each
Eurodollar Revolving Borrowing shall bear interest at a rate per annum equal to
the Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing
plus the Applicable Margin in effect from time to time.

     (c) Notwithstanding the foregoing, following the occurrence and during the
continuance of an Event of Default, all Obligations shall, upon written notice
from the Administrative Agent, or at the election of the Required Lenders, bear
interest, after as well as before judgment, at a per annum rate equal to (i) in
the case of principal of any Loan, 2% plus the rate otherwise applicable to such
Loan as provided in the preceding paragraphs of this Section 2.06, (ii) LC
Participation Fee shall increase as provided in Section 2.05(c), and (iii) in
the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans
as provided in paragraph (a) of this Section 2.06.

     (d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and upon termination of the Revolving
Commitments; provided, that (i) interest accrued pursuant to paragraph (c) of
this Section 2.06 shall be payable on demand (provided, that, absent demand,
such interest shall be payable on each Interest Payment Date and upon
termination of the Revolving Commitments), (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior
to the end of the Revolving Availability Period), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

     (e) All interest hereunder shall be computed on the basis of a year of 360
days, except that interest computed by reference to the Alternate Base Rate
shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). The applicable Alternate
Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent
in accordance with the provisions of this Agreement and such determination shall
be conclusive absent manifest error.

     SECTION 2.07 TERMINATION AND REDUCTION OF COMMITMENTS. (a) The Revolving
Commitments, the Swingline Commitment, and the LC Commitment shall automatically
terminate on the Maturity Date.

     (b) Borrower may at any time terminate, or from time to time permanently
reduce, the Commitments of any Class; provided, that (i) each reduction of the
Commitments of any Class shall be in an amount that is an integral multiple of
$1.0 million and not less than $5.0 million, (ii) the Commitments shall not be
reduced to an amount less than $175.0 million and (iii) the Commitments shall
not be terminated or reduced if, after giving effect to any concurrent


                                       54

<PAGE>

prepayment of the Loans in accordance with Section 2.10, the sum of the
Revolving Exposures would exceed the aggregate amount of Revolving Commitments,
the Swingline Exposures would exceed the Swingline Commitment or the LC
Exposures would exceed the LC Commitment.

     (c) Borrower shall notify the Administrative Agent of any election to
terminate or reduce the Commitments under paragraph (b) of this Section 2.07 at
least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by Borrower pursuant to
this Section 2.07 shall be irrevocable. Any termination or reduction of the
Commitments of any Class shall be permanent. Each reduction of the Commitments
of any Class shall be made ratably among the Lenders in accordance with their
respective Commitments of such Class.

     SECTION 2.08 INTEREST ELECTIONS. (a) Each Revolving Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period
as specified in such Borrowing Request. Thereafter, Borrower may elect to
convert such Borrowing to a different Type or to continue such Borrowing and, in
the case of a Eurodollar Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this Section 2.08. Borrower may elect different
options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing. Notwithstanding anything to the
contrary, Borrower shall not be entitled to request any conversion or
continuation that, if made, would result in more than six Eurodollar Revolving
Borrowings outstanding hereunder at any one time. This Section 2.08 shall not
apply to Swingline Loans, which may not be converted or continued.

     (b) To make an election pursuant to this Section 2.08, Borrower shall
notify the Administrative Agent of such election by delivery (by telecopy or
e-mail) of a written Interest Election Request substantially in the form of
Exhibit D by the time that a Borrowing Request would be required under Section
2.03 if Borrower was requesting a Revolving Borrowing of the Type resulting from
such election to be made on the effective date of such election. Each such
Interest Election Request shall be irrevocable.

     (c) Each written Interest Election Request shall specify the following
information in compliance with Section 2.02:

          (i) the Borrowing to which such Interest Election Request applies and,
if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv)
below shall be specified for each resulting Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
Eurodollar Revolving Borrowing; and


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<PAGE>

          (iv) if the resulting Borrowing is a Eurodollar Revolving Borrowing,
the Interest Period to be applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of the term
"Interest Period"; provided, that until the earlier of (i) the date on which the
Administrative Agent shall have notified Borrower that the primary syndication
of the Commitments has been completed and (ii) the date which is 180 days after
the Original Closing Date, the Interest Period shall be one month.

If any such Interest Election Request requests a Eurodollar Revolving Borrowing
but does not specify an Interest Period, then Borrower shall be deemed to have
selected an Interest Period of one month's duration (subject to the proviso in
clause (iv) above).

     (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

     (e) If an Interest Election Request with respect to a Eurodollar Revolving
Borrowing is not timely delivered prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the Administrative Agent, at the request of
the Required Lenders, so notifies Borrower, then, after the occurrence and
during the continuance of such Event of Default (i) no outstanding Borrowing may
be converted to or continued as a Eurodollar Revolving Borrowing and (ii) unless
repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.

     (f) Each Existing ABR Borrowing outstanding on the Closing Date shall
remain outstanding and in all respects continuing and shall be deemed to be an
ABR Borrowing hereunder. Each Existing Eurodollar Revolving Borrowing
outstanding on the Closing Date shall remain outstanding and in all respects be
continuing after the Closing Date and shall be deemed to be a Eurodollar
Revolving Borrowing hereunder, having the Interest Period that commenced on the
date of such Existing Eurodollar Revolving Borrowing.

     SECTION 2.09 [INTENTIONALLY OMITTED].

     SECTION 2.10 OPTIONAL AND MANDATORY PREPAYMENTS OF LOANS.

     (a) Optional Prepayments. In addition to prepayments of Borrowings in
accordance with Section 9.01 or Section 2.17(c) hereof, Borrower shall have the
right at any time and from time to time to prepay any Borrowing, in whole or in
part, subject to the requirements of this Section 2.10; provided, that each
partial prepayment shall be in an amount that is an integral multiple of $1.0
million and not less than $5.0 million.

     (b) Revolving Loan and Swingline Loan Prepayments.

          (i) In the event of the termination of all the Revolving Commitments,
Borrower shall, on the date of such termination, repay or prepay all its
outstanding Revolving Borrowings and all outstanding Swingline Loans and replace
all outstanding Letters of Credit and/or deposit an amount equal to the LC
Exposure in the Cash Collateral Account.


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<PAGE>

          (ii) In the event of any partial reduction of the Revolving
Commitments, then (A) at or prior to the effective date of such reduction, the
Administrative Agent shall notify Borrower and the Revolving Lenders of the sum
of the Revolving Exposures after giving effect thereto and (B) if the sum of the
Revolving Exposures would exceed the aggregate amount of Revolving Commitments
after giving effect to such reduction, then Borrower shall, on the date of such
reduction, make prepayments in accordance with Section 2.10(i) in an amount
sufficient to eliminate such excess.

          (iii) [INTENTIONALLY OMITTED.]

          (iv) In the event that the sum of all Lenders' Revolving Exposures
exceeds the Revolving Commitments then in effect (including, without limitation,
on any date on which Dollar Equivalents are determined pursuant to Section
11.15), the Borrower shall, without notice or demand, make prepayments in
accordance with Section 2.10(i) in an amount sufficient to eliminate such
excess.

          (v) In the event that the aggregate LC Exposure exceeds the LC
Commitment then in effect (including, without limitation, on any date on which
Dollar Equivalents are determined pursuant to Section 11.15), the Borrower
shall, without notice or demand, immediately replace or cash collateralize
outstanding Letters of Credit in accordance with the procedures set forth in
Section 2.18(j), in an amount sufficient to eliminate such excess.

     (c) Asset Sales. Not later than one Business Day following the receipt of
any Net Cash Proceeds of any Asset Sale by a Loan Party, Borrower shall, and
shall cause the applicable Loan Party (with appropriate adjustments to any
intercompany loan account balances or Borrowing Base Guarantor Intercompany Loan
Account balances, as applicable) to, apply 100% of the Net Cash Proceeds
received with respect thereto to make prepayments in accordance with Section
2.10(i); provided, that:

          (i) no such prepayment shall be required with respect to (A) any Asset
Sale permitted by Section 6.05(b)(ii), (e) or (h), (B) the disposition of assets
subject to a condemnation or eminent domain proceeding or insurance settlement
to the extent it does not constitute a Casualty Event, or (C) Asset Sales for
fair market value resulting in no more than $100,000 in Net Cash Proceeds per
Asset Sale (or series of related Asset Sales) and less than $1.0 million in Net
Cash Proceeds in any fiscal year; and

          (ii) subject to Section 2.10(g) and so long as no Event of Default
shall then exist or would arise therefrom and the aggregate of such Net Cash
Proceeds of Asset Sales (except Asset Sales permitted under Section 6.05(b)(v))
shall not exceed $5.0 million in any fiscal year, such proceeds shall not be
required to be so applied on such date to the extent that Borrower shall have
delivered an Officers' Certificate to the Administrative Agent on or prior to
such date stating that such Net Cash Proceeds shall be used by a Loan Party to
purchase replacement assets or acquire 100% of the Equity Interests of any
Person that owns such assets no later than 270 days following the date of such
Asset Sale (which Officers' Certificate shall set forth the estimates of the
proceeds to be so expended); provided, that all Property purchased with the Net
Cash Proceeds thereof pursuant to this subsection shall be made subject to the
Lien of the


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<PAGE>

applicable Security Documents in favor of the Collateral Agent, for its benefit
and for the benefit of the other Secured Parties in accordance with Sections
5.11 and 5.12;

     (d) Debt Issuance. Upon any Debt Issuance after the Original Closing Date
(other than Acquisition Debt Issuance), Borrower shall, and shall cause the
other Loan Parties to, make prepayments in accordance with Sections 2.10(i) in
an aggregate principal amount equal to 100% of the Net Cash Proceeds of such
Debt Issuance.

     (e) [INTENTIONALLY OMITTED].

     (f) Casualty Events. Not later than one Business Day following the receipt
of any Net Cash Proceeds from a Casualty Event, Borrower shall apply, and shall
cause other Loan Parties (with appropriate adjustments to any intercompany loan
account balances or Borrowing Base Guarantor Intercompany Loan Account balances,
as applicable) to apply, an amount equal to 100% of such Net Cash Proceeds to
make prepayments in accordance with Sections 2.10(i); provided, that subject to
Section 2.10(g) and so long as no Event of Default shall then exist or arise
therefrom, such proceeds shall not be required to be so applied on such date to
the extent that in the event such Net Cash Proceeds shall not exceed $5.0
million in the aggregate at any time, Borrower shall have delivered an Officers'
Certificate (which Officers' Certificate shall set forth the estimates of the
proceeds to be so expended) to the Administrative Agent and the Collateral Agent
on or prior to such date stating that such proceeds shall be used to repair,
replace or restore any Property that is subject of a Casualty Event no later
than 270 days following the date of receipt of such proceeds; provided, further,
that all Property purchased with the Net Cash Proceeds thereof pursuant to this
subsection shall be made subject to the Lien of the applicable Security
Documents in favor of the Collateral Agent, for its benefit and for the benefit
of the other Secured Parties in accordance with Sections 5.11 and 5.12.

     (g) In the event that Borrower has delivered an Officers' Certificate in
accordance with Section 2.10(c)(ii) or in accordance with Section 2.10(f), (i)
both a Reserve and a Line Reserve ("REINVESTMENT RESERVE") shall be established
(in the amount of the Net Cash Proceeds less, in the case of a Casualty Event,
the Net Cash Proceeds attributable to lost or destroyed Inventory) which shall
each be released simultaneously with and to the extent of any Loans advanced to
the Borrower for the purpose of purchasing assets in accordance with Section
2.10(c)(ii) or 2.10(f), as applicable; provided, that Borrower submits (with the
applicable Borrowing Request) an Officer's Certificate setting forth the use of
proceeds of the requested Loan and confirming that such use is in compliance
with Section 2.10(c)(ii) or 2.10(f), as applicable, and (ii) in the event that
any part or all of the Reinvestment Reserve remains in place at the end of the
time period set forth in Section 2.10(c)(ii) or 2.10(f), as applicable:

          (A) Borrower shall, and shall cause other Loan Parties to (with
     appropriate adjustments to any intercompany loan account balances or
     Borrowing Base Guarantor Intercompany Loan Account balances, as applicable)
     prepay Obligations in accordance (with a concurrent release of such
     Reinvestment Reserve) with Section 2.10(i) in the amount of such remaining
     Reinvestment Reserve without reducing Commitments, and

          (B) if such Reinvestment Reserve relates to Eligible Equipment or
     Eligible Real Property, (x) such Eligible Equipment or Eligible Real
     Property shall be deleted


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<PAGE>

     from Schedule 1.01(d) and Schedule 1.01(d) shall be amended in accordance
     with the definition of the term "Fixed Asset Loan Value" (with appropriate
     adjustments to the Borrowing Base Guarantor Intercompany Loan Account), and
     (y) the Fixed Asset Loan Value of the Person owning such Eligible Equipment
     or Eligible Real Property shall be reduced by an amount equal to the
     appraised net orderly liquidation value of Eligible Equipment or the
     appraised fair market value of Eligible Real Property, as applicable.

     For the purposes of determining whether clause (B) of this paragraph (g)
shall apply, any Equipment located on one of the locations listed on Schedule
1.01(e) shall be deemed Eligible Equipment and therefore clause (B) of this
paragraph (g) shall apply with respect to such Equipment and the amount of the
Net Cash Proceeds of such Equipment shall be deemed to be the appraised net
orderly liquidation value thereof.

     (h) [INTENTIONALLY OMITTED.]

     (i) Application of Prepayments.

          (i) Prior to any optional or mandatory prepayment of Borrowings
hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and
shall specify such selection in the notice of such prepayment pursuant to
paragraph (i) of this Section 2.10(i). Subject to Section 9.04 and so long as no
Event of Default shall then exist and be continuing, all mandatory prepayments
shall be applied as follows: first, to Fees and reimbursable expenses of the
Administrative Agent and the Collateral Agent then due and payable pursuant to
the Loan Documents; second, to interest then due and payable on all Loans;
third, to the principal balance of the Swingline Loan until the same has been
repaid in full; fourth, to the outstanding principal balance of Revolving Loans
until the same has been paid in full, including accompanying accrued interest
and charges under Sections 2.12, 2.13 and 2.15 (Borrower may elect which of any
Eurodollar Revolving Borrowings is to be prepaid); fifth, to cash collateralize
all LC Exposures plus any accrued and unpaid Fees with respect thereto (to be
held and applied in accordance with Section 2.18(j) hereof); sixth, to all other
Obligations pro rata in accordance with the amounts that such Lender certifies
is outstanding; and, seventh, returned to Borrower or to such party as otherwise
required by law. All such mandatory prepayments of the Revolving Loans shall
cause a corresponding reduction in the Revolving Commitments of the Lenders in
accordance with their applicable Revolving Commitments.

          (ii) Amounts to be applied pursuant to this Section 2.10 to the
prepayment of Revolving Loans shall be applied, as applicable, first to reduce
outstanding ABR Revolving Loans, respectively. Any amounts remaining after each
such application shall be applied to prepay Eurodollar Revolving Loans, as
applicable. Notwithstanding the foregoing, if the amount of any prepayment of
Loans required under this Section 2.10 shall be in excess of the amount of the
ABR Loans at the time outstanding, only the portion of the amount of such
prepayment as is equal to the amount of such outstanding ABR Loans shall be
immediately prepaid and, at the election of Borrower, the balance of such
required prepayment shall be prepaid immediately, together with any amounts
owing to the Lenders under Section 2.13.

     (j) Notice of Prepayment. Borrower shall notify the Administrative Agent
(and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by
telephone (confirmed by


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<PAGE>

telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time,
three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on
the date of prepayment. Each such notice shall be irrevocable and shall specify
the prepayment date, the principal amount of each Borrowing or portion thereof
to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment. Promptly following receipt of any
such notice (other than a notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial repayment of any Borrowing shall be in an amount that would be permitted
in the case of an advance of a Borrowing of the same Type as provided in Section
2.02, except as necessary to apply fully the required amount of a mandatory
prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.06.

     SECTION 2.11 ALTERNATE RATE OF INTEREST. If prior to the commencement of
any Interest Period for a Eurodollar Revolving Borrowing:

     (a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or

     (b) the Administrative Agent is advised by the Required Lenders that the
Adjusted LIBOR Rate for such Interest Period will not adequately and fairly
reflect the cost to such Lenders of making or maintaining their Loans included
in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to Borrower and the
Lenders by telephone, e-mail or telecopy as promptly as practicable thereafter
and, until the Administrative Agent notifies Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Revolving Borrowing shall be
ineffective and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing.

     SECTION 2.12 INCREASED COSTS. (a) If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of, or
credit extended by, any Lender (except any such reserve requirement reflected in
the Adjusted LIBOR Rate) or the Issuing Bank; or

          (ii) impose on any Lender or the Issuing Bank or the London interbank
market any other condition affecting this Agreement or Eurodollar Revolving
Loans made by such Lender or any Letter of Credit or participation therein;


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<PAGE>

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Revolving Loan (or of maintaining
its obligation to make any such Loan) or to increase the cost to such Lender or
the Issuing Bank of participating in, issuing or maintaining any Letter of
Credit or to reduce the amount of any sum received or receivable by such Lender
or the Issuing Bank hereunder (whether of principal, interest or otherwise),
then Borrower will pay to Administrative Agent for the account of such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.

     (b) If any Lender or the Issuing Bank determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the Issuing Bank's capital or on the capital of
such Lender's or the Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies and the policies
of such Lender's or the Issuing Bank's holding company with respect to capital
adequacy), then from time to time Borrower will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company for any such reduction suffered.

     (c) A certificate of a Lender or the Issuing Bank setting forth the amount
or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section 2.12 shall be delivered to Borrower and shall be conclusive absent
manifest error. Borrower shall pay Administrative Agent for the account of such
Lender or the Issuing Bank, as the case may be, the amount shown as due on any
such certificate within 10 days after receipt thereof.

     (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation pursuant to this Section 2.12 shall not constitute a waiver
of such Lender's or the Issuing Bank's right to demand such compensation;
provided, that Borrower shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section 2.12 for any increased costs or reductions
incurred more than 270 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided, further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall not begin earlier than the date of
effectiveness of the Change in Law.

     SECTION 2.13 BREAKAGE PAYMENTS. In the event of (a) the payment or
prepayment, whether optional or mandatory, of any principal of any Eurodollar
Revolving Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of
any Eurodollar Revolving Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay any
Revolving Loan on the date specified in any notice delivered pursuant hereto or
(d) the assignment of any Eurodollar Revolving Loan other than on the last day
of the Interest Period applicable thereto as


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<PAGE>

a result of a request by Borrower pursuant to Section 2.16, then, in any such
event, Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Revolving Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBOR Rate that would have been applicable
to such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for Dollar deposits of a
comparable amount and period from other banks in the Eurodollar market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section 2.13 shall be delivered to
Borrower and Administrative Agent and shall be conclusive absent manifest error.
Borrower shall pay Administrative Agent for the account of such Lender the
amount shown as due on any such certificate within 10 days after receipt
thereof.

     SECTION 2.14 PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS.
(a) Borrower shall make each payment required to be made by it hereunder or
under any other Loan Document (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Section 2.12,
2.13 or 2.15, or otherwise) on or before the time expressly required hereunder
or under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 1:00 p.m., New York City time), on the date when
due, in immediately available funds, without setoff or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Payment Account or such other place as the Administrative
Agent may from time to time designate in writing, except payments to be made
directly to the Issuing Bank or Swingline Lender as expressly provided herein
and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 11.03 shall
be made to the Administrative Agent for the benefit of to the Persons entitled
thereto and payments pursuant to other Loan Documents shall be made to the
Administrative Agent for the benefit of the Persons specified therein. Subject
to the settlement provisions of Section 10.12, the Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment
under any Loan Document shall be due on a day that is not a Business Day, the
date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for
the period of such extension. All payments under each Loan Document shall be
made in Dollars.

     (b) If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto


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<PAGE>

in accordance with the amounts of principal and unreimbursed LC Disbursements
then due to such parties.

     (c) If any Lender shall, by exercising any right of setoff or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any
of its Revolving Loans or participations in LC Disbursements or Swingline Loans
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans and
participations in LC Disbursements and Swingline Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans and participations in LC
Disbursements and Swingline Loans; provided, that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of Borrower in the amount of such
participation.

     (d) Unless the Administrative Agent shall have received notice from
Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that Borrower
will not make such payment, the Administrative Agent may assume that Borrower
has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the Lenders or the Issuing Bank, as the case
may be, the amount due. In such event, if Borrower has not in fact made such
payment, then each of the Lenders or the Issuing Bank, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or Issuing Bank with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

     (e) If any Lender shall fail to make any payment required to be made by it
pursuant to Section 2.02(c), 2.02(f), 2.14(d), 2.17(d), 2.18(d) or 11.03(d),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.


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     SECTION 2.15 TAXES. (a) Any and all payments by or on account of any
obligation of Borrower or any Borrowing Base Guarantor hereunder or under any
other Loan Document shall be made without set-off, counterclaim or other defense
and free and clear of and without deduction or withholding for any and all
Indemnified Taxes; provided, that if Borrower or such Borrowing Base Guarantor
shall be required by law to deduct any Indemnified Taxes from such payments,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions or withholdings applicable to
additional sums payable under this Section 2.15) the Administrative Agent,
Lender or Issuing Bank (as the case may be) receives an amount equal to the sum
it would have received had no such deductions or withholdings been made, (ii)
Borrower or such Borrowing Base Guarantor shall make such deductions or
withholdings and (iii) Borrower or such Borrowing Base Guarantor shall pay the
full amount deducted or withheld to the relevant Governmental Authority in
accordance with applicable law.

     (b) In addition, Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

     (c) Borrower shall indemnify and pay the Administrative Agent, each Lender
and the Issuing Bank, within 10 Business Days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section 2.15) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to Borrower by a Lender or the Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or the Issuing
Bank, shall be conclusive absent manifest error.

     (d) As soon as practicable after any payment of Indemnified Taxes or Other
Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

     (e) Any Foreign Lender that is entitled to an exemption from or reduction
of withholding tax under the law of the jurisdiction in which Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by Borrower as will permit such payments to be made without
withholding or at a reduced rate. Each Foreign Lender either (1) (i) agrees to
furnish either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal
Revenue Service Form W-8BEN (or successor form) and (ii) agrees (for the benefit
of Borrower and the Administrative Agent), to the extent it may lawfully do so
at such times, upon reasonable request by Borrower or the Administrative Agent,
to provide a new Form W-8ECI or Form W-8BEN (or successor form) upon the
expiration or


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obsolescence of any previously delivered form to reconfirm any complete
exemption from, or any entitlement to a reduction in, U.S. federal withholding
tax with respect to any interest payment hereunder or (2) in the case of any
such Foreign Lender that is not a "bank" within the meaning of Section
881(c)(3)(A) of the Code, (i) agrees to furnish either (a) a "Non-Bank
Certificate" in a form acceptable to the Administrative Agent and the Borrower
and two accurate and complete original signed copies of Internal Revenue Service
Form W-8BEN (or successor form) or (b) an Internal Revenue Form W-8ECI (or
successor form), certifying (in each case) to such Foreign Lender's legal
entitlement to an exemption or reduction from U.S. federal withholding tax with
respect to all interest payments hereunder and (ii) agrees (for the benefit of
Borrower and the Administrative Agent) to the extent it may lawfully do so at
such times, upon reasonable request by Borrower or the Administrative Agent, to
provide a new Form W-8BEN or W-8ECI (or successor form) upon the expiration or
obsolescence of any previously delivered form to reconfirm any complete
exemption from, or any entitlement to a reduction in, U.S. federal withholding
tax with respect to any interest payment hereunder.

     (f) If the Administrative Agent or a Lender (or an assignee) determines in
its reasonable discretion that it has received a refund of any Indemnified Taxes
or Other Taxes as to which it has been indemnified by Borrower or with respect
to which Borrower has paid additional amounts pursuant to this Section 2.15, it
shall pay over such refund to Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by Borrower under this Section 2.15
with respect to the Indemnified Taxes or the Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent or such
Lender (or assignee) and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided, however,
that Borrower, upon the request of the Administrative Agent or such Lender (or
assignee), agrees to repay the amount paid over to Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender (or assignee) in the event the
Administrative Agent or such Lender (or assignee) is required to repay such
refund to such Governmental Authority. Nothing contained in this Section 2.15(f)
shall require the Administrative Agent or any Lender (or assignee) to make
available its tax returns or any other information which it deems confidential
to Borrower or any other Person. Notwithstanding anything to the contrary, in no
event will any Lender be required to pay any amount to Borrower the payment of
which would place such Lender in a less favorable net after-tax position than
such Lender would have been in had the additional amounts giving rise to such
refund of any Indemnified Taxes or Other Taxes never been paid in the first
place.

     SECTION 2.16 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS. (a) Mitigation
of Obligations. If any Lender requests compensation under Section 2.12, or if
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the reasonable judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15, as the
case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred
by any Lender in connection with any such designation or assignment.


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     (b) Replacement of Lenders. If any Lender requests compensation under
Section 2.12, or if Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.15, or if any Lender defaults in its obligation to fund Loans
hereunder, then Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 11.04), all of its interests, rights and obligations under
this Agreement to an assignee selected by Borrower that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided, that (i) Borrower shall have received the prior written
consent of the Administrative Agent (and, if a Revolving Commitment is being
assigned, the Issuing Bank and Swingline Lender), which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and participations in LC
Disbursements and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or Borrower (in the
case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.12 or payments required
to be made pursuant to Section 2.15, such assignment will result in a material
reduction in such compensation or payments. A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling Borrower to
require such assignment and delegation cease to apply.

     SECTION 2.17 SWINGLINE LOANS. (a) Swingline Commitment. Subject to the
terms and conditions set forth herein, the Swingline Lender agrees to make
Swingline Loans to Borrower from time to time during the Revolving Availability
Period, in an aggregate principal amount at any time outstanding that will not
result in (i) the aggregate principal amount of outstanding Swingline Loans
exceeding $20.0 million or (ii) the sum of the total Revolving Exposures
exceeding the lesser of (A) the total Revolving Commitments minus any
Reinvestment Reserve and (B) the Borrowing Base then in effect; provided, that
the Swingline Lender shall not be required to make a Swingline Loan to refinance
an outstanding Swingline Loan. Within the foregoing limits and subject to the
terms and conditions set forth herein, Borrower may borrow, repay and reborrow
Swingline Loans.

     (b) Swingline Loans. To request a Swingline Loan, Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 1:00 p.m., New York City time, on the day of a proposed Swingline
Loans. Each such notice shall be irrevocable and shall specify the requested
date (which shall be a Business Day) and amount of the requested Swingline Loan.
The Administrative Agent will promptly advise the Swingline Lender of any such
notice received from Borrower. Except for Swingline Loans deemed made pursuant
to Section 2.02(g), the Swingline Lender shall make each Swingline Loan
available to Borrower by means of a credit to an account as directed by the
Borrower in the request for such Swingline Loan (or, in the case of a Swingline
Loan made to finance the reimbursement of an LC Disbursement as provided in
Section 2.18(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City
time, on the requested date of such Swingline Loan. Borrower shall not request a
Swingline Loan if at the time of and immediately after giving effect to such
request a Default has occurred and is continuing. Swingline Loans shall be made
in minimum amounts of $500,000 and integral multiples of $100,000 above such
amount.


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     (c) Prepayment. Borrower shall have the right at any time and from time to
time to repay any Swingline Loan, in whole or in part, upon giving written or
telecopy notice (or telephone notice promptly confirmed by written, or telecopy
notice) to the Swingline Lender and to the Administrative Agent before 1:00
p.m., New York City time on the date of repayment at the Swingline Lender's
address for notices specified in the Swingline Lender's Administrative
Questionnaire; provided, that each partial prepayment shall be in an amount that
is an integral multiple of $100,000 and not less than $500,000. All principal
payments of Swingline Loans shall be accompanied by accrued interest on the
principal amount being repaid to the date of payment

     (d) Participations. The Swingline Lender may by written notice given to the
Administrative Agent not later than 1:00 p.m., New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice
such Lender's Pro Rata Percentage of such Swingline Loan or Loans. Each
Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account of
the Swingline Lender, such Lender's Pro Rata Percentage of such Swingline Loan
or Loans. Each Revolving Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is absolute
and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever (provided, that such
payment shall not cause such Lender's Revolving Exposure to exceed such Lender's
Revolving Commitment). Each Revolving Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the
same manner as provided in Section 2.02(f) with respect to Loans made by such
Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Revolving Lenders. The Administrative Agent shall notify Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from Borrower (or other party on behalf of Borrower) in
respect of a Swingline Loan after receipt by the Swingline Lender of the
proceeds of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the Revolving Lenders
that shall have made their payments pursuant to this paragraph and to the
Swingline Lender, as their interests may appear. The purchase of participations
in a Swingline Loan pursuant to this paragraph shall not relieve Borrower of any
default in the payment thereof.

     SECTION 2.18 LETTERS OF CREDIT. (a) General. Subject to the terms and
conditions set forth herein, Borrower may request the issuance of Letters of
Credit for Borrower's account or the account of any Borrowing Base Guarantor in
a form reasonably acceptable to the Administrative Agent and the Issuing Bank,
at any time and from time to time during the Revolving Availability Period
(provided, that Borrower shall be a co-applicant with respect to


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each Letter of Credit issued for the account of or in favor of any Borrowing
Base Guarantor). In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter
of credit application or other agreement submitted by Borrower to, or entered
into by Borrower with, the Issuing Bank relating to any Letter of Credit, the
terms and conditions of this Agreement shall control. Issuing Bank may consent
to issuing Letters of Credit that have automatic extension or renewal provisions
("evergreen" Letters of Credit) in its sole discretion, which evergreen Letters
of Credit Issuing Bank may, in its sole discretion, elect not to permit to be
extended or renewed at any time. If, as of the date which is 60 days prior to
the Maturity Date, any evergreen Letters of Credit may for any reason remain
outstanding and partially or wholly undrawn, Borrower shall immediately deposit
in the Cash Collateral Account, in the name of the Collateral Agent and for the
benefit of the Secured Parties, an amount in cash representing 105% of the
aggregate maximum amount then available to be drawn under such Letter of Credit
in accordance with Section 9.04 hereof.

     (b) Request for Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit or the amendment,
renewal or extension of an outstanding Letter of Credit, Borrower shall hand
deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by the Issuing Bank) an LC Request to the
Issuing Bank and the Administrative Agent not later than 11:00 a.m. on the third
Business Day preceding the requested date of issuance, amendment, renewal or
extension (or such later date and time as is acceptable to both the Issuing Bank
and the Administrative Agent). A request for an initial issuance of a Letter of
Credit shall specify in form and detail satisfactory to the Issuing Bank and the
Administrative Agent: (i) the proposed issuance date of the requested Letter of
Credit (which shall be a Business Day); (ii) the amount thereof; (iii) the
expiry date thereof; (iv) the name and address of the beneficiary thereof; (v)
the documents to be presented by such beneficiary in case of any drawing
thereunder; (vi) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; and (vii) such other matters as
the Issuing Bank or the Administrative Agent may require. A request for an
amendment, renewal or extension of any outstanding Letter of Credit shall
specify in form and detail satisfactory to the Issuing Bank and the
Administrative Agent (i) the Letter of Credit to be amended, renewed or
extended; (ii) the proposed date of amendment, renewal or extension thereof
(which shall be a Business Day); (iii) the nature of the proposed amendment,
renewal or extension; and (iv) such other matters as the Issuing Bank or the
Administrative Agent may require. If requested by the Issuing Bank, Borrower
also shall submit a letter of credit application on the Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $50.0
million and (ii) the total Revolving Exposures shall not exceed the lesser of
(A) the total Revolving Commitments minus the Line Reserve and (B) the Borrowing
Base then in effect. Unless the Issuing Bank shall agree otherwise, no Letter of
Credit shall be in an initial amount less than $100,000.

     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) in the case of a Standby Letter of
Credit, (x) the date which is one year after the date of the issuance of such
Standby Letter of Credit (or, in the case of any renewal or extension thereof,
one year after such renewal or extension) and (y) the Letter of Credit


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Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the
date that is 180 days after the date of issuance of such Commercial Letter of
Credit (or, in the case of any renewal or extension thereof, 180 days after such
renewal or extension) and (y) the Letter of Credit Expiration Date.

     (d) Participations. By the issuance of a Letter of Credit (or an amendment
to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby
grants to each Revolving Lender, and each Revolving Lender hereby acquires from
the Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Pro Rata Percentage of the aggregate amount available to be drawn under
such Letter of Credit. In consideration and in furtherance of the foregoing,
each Revolving Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of the Issuing Bank, such Lender's Pro
Rata Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by Borrower on the date due as provided in paragraph (e) of this
Section 2.18, or of any reimbursement payment required to be refunded to
Borrower for any reason. Each Lender acknowledges and agrees that its obligation
to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

     (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, Borrower shall reimburse such LC Disbursement by
paying to the Issuing Bank an amount equal to such LC Disbursement not later
than 2:00 p.m., New York City time, on the date that such LC Disbursement is
made, if Borrower shall have received notice of such LC Disbursement prior to
11:00 a.m., New York City time, on such date, or, if such notice has not been
received by Borrower prior to such time, on such date, then not later than 2:00
p.m., New York City time on (i) the Business Day that Borrower receives such
notice, if such notice is received prior to 11:00 a.m., New York City time, on
the day of receipt, or (ii) the Business Day immediately following the day that
Borrower receives such notice, if such notice is not received prior to such time
on the day of receipt; provided, that Borrower may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.03 or 2.17 that
such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an
equivalent amount and, to the extent so financed, Borrower's obligation to make
such payment shall be discharged and replaced by the resulting ABR Revolving
Borrowing or Swingline Loan. If Borrower fails to make such payment when due,
the Issuing Bank shall notify the Administrative Agent and the Administrative
Agent shall notify each Revolving Lender of the applicable LC Disbursement, the
payment then due from Borrower in respect thereof and such Lender's Pro Rata
Percentage thereof. Promptly following receipt of such notice, each Revolving
Lender shall pay to the Administrative Agent its Pro Rata Percentage of the
unreimbursed LC Disbursement in the same manner as provided in Section 2.02(f)
with respect to Loans made by such Lender, and the Administrative Agent shall
promptly pay to the Issuing Bank the amounts so received by it from the
Revolving Lenders. Promptly following receipt by the Administrative Agent of any
payment from Borrower pursuant to this paragraph, the Administrative Agent
shall, to the extent that Revolving Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, distribute such payment to such Lenders
and the Issuing Bank as their interests may


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appear. Any payment made by a Revolving Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans or a Swingline Loan as contemplated above) shall not
constitute a Loan and shall not relieve Borrower of its obligation to reimburse
such LC Disbursement.

     (f) Obligations Absolute. The obligation of Borrower to reimburse LC
Disbursements as provided in paragraph (e) of this Section 2.18 shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section 2.18, constitute a legal or equitable discharge
of, or provide a right of setoff against, the obligations of Borrower hereunder.
Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of
their Affiliates, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided, that the foregoing shall not be construed to excuse the
Issuing Bank from liability to Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived
by Borrower to the extent permitted by applicable law) suffered by Borrower that
are caused by the Issuing Bank's failure to exercise reasonable care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

     (g) Disbursement Procedures. The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The Issuing Bank shall promptly notify the
Administrative Agent and Borrower by telephone (confirmed by telecopy) of such
demand for payment and whether the Issuing Bank has made or will make an LC
Disbursement thereunder; provided, that any failure to give or delay in giving
such notice shall not relieve Borrower of its obligation to reimburse the
Issuing


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Bank and the Revolving Lenders with respect to any such LC Disbursement (other
than with respect to the timing of such reimbursement obligation set forth in
Section 2.18(e)).

     (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement,
then, unless Borrower shall reimburse such LC Disbursement in full on the date
such LC Disbursement is made, the unpaid amount thereof shall bear interest, for
each day from and including the date such LC Disbursement is made to but
excluding the date that Borrower reimburses such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans; provided, that, if Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section 2.18, then Section 2.06(c) shall apply. Interest accrued pursuant
to this paragraph shall be for the account of the Issuing Bank, except that
interest accrued on and after the date of payment by any Revolving Lender
pursuant to paragraph (e) of this Section 2.18 to reimburse the Issuing Bank
shall be for the account of such Lender to the extent of such payment.

     (i) Resignation or Removal of the Issuing Bank. The Issuing Bank may resign
as Issuing Bank hereunder at any time upon at least 30 days' prior notice to the
Lenders, the Administrative Agent and Borrower. The Issuing Bank may be replaced
at any time by written agreement among Borrower, the Administrative Agent, the
replaced Issuing Bank and the successor Issuing Bank. One or more Lenders may be
appointed as additional Issuing Banks in accordance with subsection (k) below.
The Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank or any such additional Issuing Bank. At the time any such
resignation or replacement shall become effective, Borrower shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.05(c). From and after the effective date of any such resignation or
replacement or addition, as applicable, (i) the successor or additional Issuing
Bank shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii)
references herein to the term "ISSUING BANK" shall be deemed to refer to such
successor or such addition or to any previous Issuing Bank, or to such successor
or such additional Issuing Bank and all previous Issuing Banks, as the context
shall require. After the resignation or replacement of an Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
resignation or replacement, but shall not be required to issue additional
Letters of Credit. If at any time there is more than one Issuing Bank hereunder,
Borrower may, in its discretion, select which Issuing Bank is to issue any
particular Letter of Credit.

     (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposure representing greater
than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, Borrower shall deposit in the Cash Collateral
Account, in the name of the Collateral Agent and for the benefit of the Secured
Parties, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; provided, that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to Borrower described
in clause (g) or (h) of Article VIII. Each such deposit shall be held by the
Collateral Agent in a Cash Collateral


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Account pursuant to Section 9.04 as collateral for the payment and performance
of the obligations of Borrower under this Agreement. The Collateral Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole
discretion of the Collateral Agent and at the risk and expense of Borrower, such
deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by the Collateral Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
Borrower for the LC Exposure at such time or, if the maturity of the Loans has
been accelerated (but subject to the consent of Revolving Lenders with LC
Exposure representing greater than 50% of the total LC Exposure), be applied to
satisfy other Obligations of Borrower under this Agreement. If Borrower is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount plus any accrued interest or
realized profits of such amounts (to the extent not applied as aforesaid) shall
be returned to Borrower within three Business Days after all Events of Default
have been cured or waived. If Borrower is required to provide an amount of such
collateral hereunder pursuant to Section 2.10(b), such amount plus any accrued
interest or realized profits on account of such amount (to the extent not
applied as aforesaid) shall be returned to Borrower as and to the extent that,
after giving effect to such return, Borrower would remain in compliance with
Section 2.10(b) and no Default or Event of Default shall have occurred and be
continuing.

     (k) Additional Issuing Banks. Borrower may, at any time and from time to
time with the consent of the Administrative Agent (which consent shall not be
unreasonably withheld) and such Lender, designate one or more additional Lenders
to act as an issuing bank under the terms of this Agreement; provided, that no
Lender shall be designated as an issuing bank unless such Lender maintains
reporting systems acceptable to the Administrative Agent with respect to LC
Exposure and agrees to provide regular reporting to the Administrative Agent
with respect to such LC Exposure. Any Lender designated as an issuing bank
pursuant to this paragraph (k) shall be deemed (in addition to being a Lender)
to be the Issuing Bank with respect to Letters of Credit issued or to be issued
by such Lender, and all references herein and in the other Loan Documents to the
term "Issuing Bank" shall, with respect to such Letters of Credit, be deemed to
refer to such Lender in its capacity as Issuing Bank, as the context shall
require.

     (l) The Issuing Bank shall be under no obligation to issue any Letter of
Credit if:

          (i) any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank
from issuing such Letter of Credit, or any law applicable to the Issuing Bank or
any request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over the Issuing Bank shall prohibit,
or request that the Issuing Bank refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon the
Issuing Bank with respect to such Letter of Credit any restriction, reserve or
capital requirement (for which the Issuing Bank is not otherwise compensated
hereunder) not in effect on the Original Closing Date, or shall impose upon the
Issuing Bank any unreimbursed loss, cost or expense which was not applicable on
the Original Closing Date and which the Issuing Bank in good faith deems
material to it; or


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          (ii) the issuance of such Letter of Credit would violate one or more
policies of the Issuing Bank.

     (m) The Issuing Bank shall be under no obligation to amend any Letter of
Credit if (A) the Issuing Bank would have no obligation at such time to issue
such Letter of Credit in its amended form under the terms hereof, or (B) the
beneficiary of such Letter of Credit does not accept the proposed amendment to
such Letter of Credit.

     SECTION 2.19 DETERMINATION OF BORROWING BASE.

     (a) Eligible Accounts. On any date of determination of the Borrowing Base,
all of the Accounts owned by Borrower and each Borrowing Base Guarantor, as
applicable, and reflected in the most recent Borrowing Base Certificate
delivered by the Borrower to the Collateral Agent and the Administrative Agent
shall be "Eligible Accounts" for the purposes of this Agreement, except any
Account to which any of the exclusionary criteria set forth below applies. In
addition, the Administrative Agent reserves the right, at any time and from time
to time after the Original Closing Date, to adjust any of the criteria set forth
below, to establish new criteria and to adjust the applicable advance rate with
respect to Eligible Accounts, in its reasonable credit judgment, subject to the
approval of the Supermajority Lenders in the case of adjustments, new criteria
or changes in the applicable advance rates which have the effect of making more
credit available. Eligible Accounts shall not include any of the following
Accounts:

          (i) any Account in which the Collateral Agent, on behalf of the
Secured Parties, does not have a first priority and exclusive perfected Lien;

          (ii) any Account that is not owned by a Borrower or a Borrowing Base
Guarantor;

          (iii) any Account due from an Account Debtor that is not domiciled in
the United States or Canada or, if not a natural Person, it is not a Domestic or
Canadian Person;

          (iv) any Account that is payable in any currency other than Dollars or
Canadian Dollars;

          (v) any Account that does not arise from the sale of goods or the
performance of services by such Borrower or Borrowing Base Guarantor in the
ordinary course of its business;

          (vi) any Account that does not comply with all applicable legal
requirements, including, without limitation, all laws, rules, regulations and
orders of any Governmental Authority (including any Account due from an Account
Debtor located in the States of New Jersey, Minnesota, Georgia or any other
State, unless Borrower and the Borrowing Base Guarantor, as applicable (at the
time the Account was created and at all times thereafter) (i) had filed and has
maintained effective a current notice of business activities report with the
appropriate office or agency of the States of New Jersey, Minnesota, Georgia, or
any other State, as applicable, or (ii) was and has continued to be exempt from
filing such report and has provided the Lenders with satisfactory evidence
thereof);


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          (vii) any Account (a) upon which the right to receive payment of
either Borrower or any Borrowing Base Guarantor, as applicable, is not absolute
or is contingent upon the fulfillment of any condition whatsoever unless such
condition is satisfied or (b) as to which either Borrower or any Borrowing Base
Guarantor, as applicable, is not able to bring suit or otherwise enforce its
remedies against the Account Debtor through judicial or administrative process
or (c) that represents a progress billing consisting of an invoice for goods
sold or used or services rendered pursuant to a contract under which the Account
Debtor's obligation to pay that invoice is subject to the Borrower's or
Borrowing Base Guarantor', as applicable, completion of further performance
under such contract or is subject to the equitable lien of a surety bond issuer;

          (viii) to the extent that any defense, counterclaim, setoff or dispute
is asserted as to such Account, it being understood that the remaining balance
of the Account shall be eligible;

          (ix) any Account that is reissued in respect of partial payment,
including without limitation debit memos and charge backs;

          (x) any Account that is not a true and correct statement of bona fide
indebtedness incurred in the amount of the Account for merchandise sold to or
services rendered and accepted by the applicable Account Debtor;

          (xi) any Account with respect to which an invoice or other electronic
transmission constituting a request for payment, reasonably acceptable to the
Collateral Agent in form and substance, has not been sent on a timely basis to
the applicable Account Debtor according to the normal invoicing and timing
procedures of Borrower or Borrowing Base Guarantor, as applicable;

          (xii) any Account that arises from a sale to any director, officer,
other employee or Affiliate of Borrower or any Borrowing Base Guarantor
(including, without limitation, NextGen), or to any entity that has any common
officer or director with any Borrower or Borrowing Base Guarantor;

          (xiii) to the extent the Borrower or any Subsidiary is liable for
goods sold or services rendered by the applicable Account Debtor to the Borrower
or any Subsidiary but only to the extent of the potential offset;

          (xiv) any Account that arises with respect to goods that are delivered
on a bill-and-hold, cash-on-delivery basis or placed on consignment (other than
Eligible Consigned Inventory), guaranteed sale or other terms by reason of which
the payment by the Account Debtor is or may be conditional or with respect to
which the applicable Account Debtor is treated by Borrower or a Borrowing Base
Guarantor as a cash-in-advance terms customer (regardless of whether shipment
was in fact withheld subject to receiving payment);

          (xv) any Account that is in default; provided, that, without limiting
the generality of the foregoing, an Account shall be deemed in default upon the
occurrence of any of the following:

               (a) any Account not paid within 90 days following its original
          invoice date;


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               (b) any Account which is due according to its original terms of
          sale more than 90 days after its original invoice date, except as may
          be approved in advance and in writing by Collateral Agent in its
          discretion, with such limitations as the Collateral Agent may deem
          appropriate; it being understood and agreed that (I) as of the Closing
          Date, an AutoZone Account, a Robert Bosch Account, an Ozark Account or
          an Account of Graybar Electric Company, Inc. or State Electric Supply
          Co., Inc. which is due according to its original terms of sale more
          than 90 days after its original invoice date shall not be deemed in
          default by reason of this clause (b) or by reason of clause (a) above,
          as long as such Account is not more than 30 days past due according to
          its original terms of sale and does not remain unpaid for more than
          150 days after its original invoice date; (II) to the extent AutoZone,
          Inc., Robert Bosch Corporation, or Ozark Auto Purchasing LLC is an
          Investment Grade Account Debtor, an AutoZone Account, Robert Bosch
          Account, or Ozark Account which is due according to its original terms
          of sale more than 90 days after its original invoice date shall not be
          deemed in default by reason of this clause (b) or by reason of clause
          (a) above, as long as such Account is not more than 30 days past due
          according to its original terms of sale and does not remain unpaid for
          more than 180 days after its original invoice date (195 days after its
          original invoice date in the case of an AutoZone Account having an
          original invoice date on or after January 1, 2007 and prior to January
          1, 2008; and 210 days after its original invoice date in the case of
          an AutoZone Account having an original invoice date on or after
          January 1, 2008), and (III) (A) if the aggregate Available Amounts of
          all AutoZone Accounts that are Eligible Accounts shall at any time
          exceed 25% of the aggregate Available Amounts of all Eligible Accounts
          which are included in the Borrowing Base, then the Collateral Agent
          may establish a Reserve in the exercise of its reasonable credit
          judgment in an amount equal to the excess of the aggregate Available
          Amounts of such AutoZone Accounts over 25% of the aggregate Available
          Amounts of all Eligible Accounts, (B) if the aggregate Available
          Amounts of all Robert Bosch Accounts that are Eligible Accounts shall
          at any time exceed 7% of the aggregate Available Amounts of all
          Eligible Accounts which are included in the Borrowing Base, then the
          Collateral Agent may establish a Reserve in the exercise of its
          reasonable credit judgment in an amount equal to the excess of the
          aggregate Available Amounts of such Robert Bosch Accounts over 7% of
          the aggregate Available Amounts of all Eligible Accounts, and (C) if
          the aggregate Available Amounts of all Ozark Accounts that are
          Eligible Accounts shall at any time exceed 3% of the aggregate
          Available Amounts of all Eligible Accounts which are included in the
          Borrowing Base, then the Collateral Agent may establish a Reserve in
          the exercise of its reasonable credit judgment in an amount equal to
          the excess of the aggregate Available Amounts of such Ozark Accounts
          over 3% of the aggregate Available Amounts of all Eligible Accounts;

               (c) the Account Debtor obligated upon such Account suspends
          business, makes a general assignment for the benefit of creditors or
          fails to pay its debts generally as they come due; or


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               (d) a petition is filed by or against any Account Debtor
          obligated upon such Account under any bankruptcy law or any other
          federal, state, provincial or foreign (including any provincial)
          receivership, insolvency relief or other law or laws for the relief of
          debtors;

          (xvi) any Account that is the obligation of an Account Debtor (other
than an individual) if 50% or more of the Dollar amount of all Accounts owing by
that Account Debtor are ineligible under the other criteria set forth in this
Section 2.19(a);

          (xvii) any Account as to which any of the representations or
warranties in the Loan Documents are untrue;

          (xviii) to the extent such Account is evidenced by a judgment,
Instrument or Chattel Paper;

          (xix) to the extent such Account exceeds any credit limit established
by the Administrative Agent, in its reasonable credit judgment, following prior
notice of such limit by the Administrative Agent to the Borrower;

          (xx) that portion of any Account (a) in respect of which there has
been, or should have been, established by the Borrower or any Borrowing Base
Guarantor a contra account, whether in respect of contractual allowances with
respect to such Account, audit adjustment, anticipated discounts or otherwise,
or in respect of which Borrower or any Borrowing Base Guarantor accrues
liability for deposits made by Account Debtors in respect of the reels used to
store cable, or (b) which is due from an Account Debtor to whom the Borrower or
any Borrowing Base Guarantor owes a trade payable, but only to the extent of
such trade payable or (c) which the Borrower or any Borrowing Base Guarantor
knows is subject to the exercise by an Account Debtor of any right of recession,
set-off, recoupment, counterclaim or defense or (d) of any Account Debtor that
is taking part in a volume rebate program and is meeting the requisite volume
criteria; or

          (xxi) any Account on which the Account Debtor is a Governmental
Authority, unless Borrower or any Borrowing Base Guarantor, as applicable, has
assigned its rights to payment of such Account to the Administrative Agent
pursuant to, in the case of a federal Governmental Authority, the Assignment of
Claims Act of 1940, as amended, or Financial Administration Act (Canada), as
amended, and pursuant to applicable law, if any, in the case of any other
Governmental Authority, and such assignment has been accepted and acknowledged
by the appropriate government officers.

     (b) Eligible Inventory. For purposes of this Agreement, Eligible Inventory
shall exclude any Inventory to which any of the exclusionary criteria set forth
below applies. The Administrative Agent shall have the right to establish,
modify or eliminate Reserves against Eligible Inventory from time to time in its
reasonable credit judgment. In addition, the Administrative Agent reserves the
right, at any time and from time to time after the Original Closing Date, to
adjust any of the criteria set forth below, to establish new criteria and to
adjust the applicable advance rate with respect to Eligible Inventory, in its
reasonable credit judgment, subject to the approval of the Supermajority Lenders
in the case of adjustments, new criteria,


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changes in the applicable advance rate or the elimination of Reserves which have
the effect of making more credit available. Eligible Inventory shall not include
any Inventory of Borrower or any Borrowing Base Guarantor that:

          (i) the Collateral Agent, on behalf of Secured Parties, does not have
a first priority and exclusive perfected Lien on such Inventory;

          (ii) is not located on premises in United States or Canada;

          (iii) (A) is located on premises leased by Borrower or a Borrowing
Base Guarantor, unless (x) at such location the aggregate value of Inventory
exceeds $250,000, and (y) either (1) a reasonably satisfactory Landlord Lien
Waiver and Access Agreement has been delivered to the Collateral Agent, or (2)
Reserves reasonably satisfactory to the Administrative Agent have been
established with respect thereto or (B) is stored with a bailee or warehouseman
where the aggregate value of Inventory exceeds $250,000 unless either (x) a
reasonably satisfactory, acknowledged bailee waiver letter has been received by
the Collateral Agent or (y) Reserves reasonably satisfactory to the
Administrative Agent have been established with respect thereto, or (C) is
located at an owned location subject to a mortgage in favor of a lender other
than the Collateral Agent where the aggregate value of Inventory exceeds
$250,000 unless either (x) a reasonably satisfactory mortgagee waiver has been
delivered to the Collateral Agent or (y) Reserves reasonably satisfactory to the
Administrative Agent have been established with respect thereto;

          (iv) is placed on consignment (other than Eligible Consigned
Inventory);

          (v) is covered by a negotiable document of title, unless such document
has been delivered to the Collateral Agent with all necessary endorsements, free
and clear of all Liens except those in favor of the Collateral Agent and the
Lenders and landlords, carriers, bailees and warehousemen if clause (iii) above
has been complied with;

          (vi) is to be returned to suppliers;

          (vii) is obsolete, unsalable, shopworn, seconds, damaged or unfit for
sale;

          (viii) is slow moving (in excess of 1-year supply);

          (ix) consists of display items, samples or packing or shipping
materials, manufacturing supplies or replacement parts (it being understood that
Eligible Inventory shall not exclude work-in-process Inventory if it is not
excluded in accordance with other criteria set forth herein, unless otherwise
determined by the Administrative Agent in its reasonable credit judgment);

          (x) is not of a type held for sale in the ordinary course of
Borrower's or any Borrowing Base Guarantor's, as applicable, business;

          (xi) breaches any of the representations or warranties pertaining to
Inventory set forth in the Loan Documents;


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<PAGE>

          (xii) consists of Hazardous Material or goods that can be transported
or sold only with licenses that are not readily available;

          (xiii) is not covered by casualty insurance maintained as required by
Section 5.04;

          (xiv) consists of custom made Inventory which is not saleable to any
other customer or in ordinary course;

          (xv) is in transit; or

          (xvi) is subject to any licensing arrangement the effect of which
would be to limit the ability of Collateral Agent, or any Person selling the
Inventory on behalf of Collateral Agent, to sell such Inventory in enforcement
of the Collateral Agent's Liens, without further consent or payment to the
licensor or other.

     (c) Eligible Equipment and Eligible Real Property. The Administrative Agent
shall have the right to establish, modify or eliminate Reserves against Eligible
Equipment and Eligible Real Property from time to time in its reasonable credit
judgment. In addition, the Administrative Agent reserves the right, at any time
and from time to time after the Original Closing Date, to adjust any of the
criteria set forth in the definitions of the terms "Eligible Equipment" and
"Eligible Real Property", to establish new criteria and to adjust the applicable
advance rate with respect to Eligible Equipment or Eligible Real Property, in
its reasonable credit judgment, subject to the approval of the Supermajority
Lenders in the case of adjustments, new criteria, changes in the applicable
advance rate or the elimination of Reserves which have the effect of making more
credit available and in the case of any change in the FALV Amortization Factor.
Any Equipment affixed to the Mortgaged Real Property listed on Schedule 1.01(e),
if otherwise eligible hereunder, shall be deemed Eligible Equipment rather than
Eligible Real Property.

     SECTION 2.20 COMMITMENT INCREASE. From time to time after the Closing Date,
the Revolving Commitments may be increased (but in no event in excess of
$50,000,000 in the aggregate for all such increases) (the "COMMITMENT INCREASE
CAP") such that the aggregate Revolving Commitments shall at no time exceed
$350,000,000 (any such increase, a "COMMITMENT INCREASE") at the option of
Borrower pursuant to delivery of written notice from Borrower of a proposed
Commitment Increase to the Administrative Agent if each of the following
conditions have been met:

     (a) no Default or Event of Default shall exist or would result from such
Commitment Increase;

     (b) no Commitment Increase may be in an amount less than $10,000,000;

     (c) no existing Lender shall be obligated to increase its Revolving
Commitment in connection with any Commitment Increase;

     (d) the proposed Commitment Increase shall have been consented to in
writing by each existing Lender (if any) who is increasing its Revolving
Commitment and/or each other institution (if any) that constitutes a permitted
assignee under Section 11.04(b) and that has


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agreed to become a Lender in respect of all or a portion of the Commitment
Increase (each such Lender, a "New Lender");

     (e) the proposed Commitment Increase, together with any prior Commitment
Increase, shall not exceed the Commitment Increase Cap; and

     (f) the Administrative Agent shall have received (i) an agreement setting
forth such Commitment Increase, together with Lender Addendums and promissory
notes with respect thereto, (ii) evidence of corporate authorization on the part
of the Loan Parties with respect to such Commitment Increase, (iii) opinions of
counsel with respect to such Commitment Increase, (iv) amendments to the
Security Documents in connection with such Commitment Increase, (v) on behalf of
each existing Lender and/or New Lender participating in such Commitment
Increase, payment of fees (if any) agreed to by Borrower and payable to such
Persons in connection with such Commitment Increase and (vi) evidence of the
satisfaction of the conditions set forth in clauses (a) through (d) above in
connection with such Commitment Increase, in each case as the Administrative
Agent may reasonably request.

          Each of the Borrower, Lenders and Administrative Agent acknowledges
and agrees that each Commitment Increase meeting the conditions set forth in
this Section 2.20 shall not require the consent of any Lender other than those
Lenders, if any, which have agreed to increase their Revolving Commitments in
connection with such proposed Commitment Increase. After giving effect to any
Commitment Increase, it may be the case that the outstanding Revolving Loans are
not held pro rata in accordance with the new Revolving Commitments. In order to
remedy the foregoing, on the effective date of the applicable Commitment
Increase, the Revolving Lenders (including, without limitation, any new Lenders)
shall make payments to the Administrative Agent, and the Administrative Agent
agrees, upon receipt of all such payments, to disburse such amounts to the
Lenders so that after giving effect thereto the Revolving Loans will be held by
the Revolving Lenders (including, without limitation, any new Lenders), pro rata
in accordance with the Pro Rate Percentages hereunder (after giving effect to
the applicable Commitment Increase).

                                  ARTICLE III.

                         REPRESENTATIONS AND WARRANTIES

     Each Loan Party represents and warrants to the Administrative Agent, the
Collateral Agent, the Issuing Bank and each of the Lenders (with references to
the Companies being references thereto after giving effect to the Transactions
unless otherwise expressly stated) that:

     SECTION 3.01 ORGANIZATION; POWERS. Each Company (a) is duly organized and
validly existing under the laws of the jurisdiction of its organization, (b) has
all requisite power and authority to carry on its business as now conducted and
to own and lease its Property and (c) is qualified and in good standing (to the
extent such concept is applicable in the applicable jurisdiction) to do business
in every jurisdiction where such qualification is required, except in such
jurisdictions where the failure to so qualify or be in good standing,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.


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     SECTION 3.02 AUTHORIZATION; ENFORCEABILITY. The Transactions to be entered
into by each Loan Party are within such Loan Party's powers and have been duly
authorized by all necessary action. This Agreement has been duly executed and
delivered by each Loan Party and constitutes, and each other Loan Document to
which any Loan Party is to be a party, when executed and delivered by such Loan
Party, will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

     SECTION 3.03 GOVERNMENTAL APPROVALS; NO CONFLICTS. Except as set forth on
Schedule 3.03, the Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except (i) such as have been obtained or made and are in full force and effect,
(ii) filings necessary to perfect Liens created under the Loan Documents and
(iii) consents, approvals, registrations, filings or actions the failure of
which to obtain or perform could not reasonably be expected to result in a
Material Adverse Effect, (b) will not violate the charter, by-laws or other
organizational documents of any Company or any order of any Governmental
Authority, (c) will not violate, result in a default or require any consent or
approval under any applicable law or regulation, indenture, agreement or other
instrument binding upon any Company or its assets, or give rise to a right
thereunder to require any payment to be made by any Company, except for
violations, defaults or the creation of such rights that could not reasonably be
expected to result in a Material Adverse Effect, and (d) will not result in the
creation or imposition of any Lien on any Property of any Company, except Liens
created under the Loan Documents and Permitted Liens.

     SECTION 3.04 FINANCIAL STATEMENTS. (a) Borrower has heretofore furnished to
the Lenders the consolidated balance sheets and related statements of income,
stockholders' equity and cash flows of Holdings and its consolidated
Subsidiaries (i) as of and for the fiscal years ended December 31, 2000, 2001,
2002, 2003 and 2004, audited by and accompanied by the opinion of Deloitte &
Touche LLP, independent public accountants, and (y) as of and for the 9-month
period ended September 30, 2005 and for the comparable period of the preceding
fiscal year, in each case, certified by the Chief Financial Officer of Holdings.
Such financial statements have been prepared in accordance with GAAP
consistently applied and present fairly and accurately the financial condition
and results of operations and cash flows of Holdings and its consolidated
Subsidiaries as of such dates and for such periods. Except as set forth in such
financial statements or schedules hereto, as of the Closing Date, there are no
liabilities of any Company of any kind, whether accrued, contingent, absolute,
determined, determinable or otherwise, which if unpaid could reasonably be
expected to result in a Material Adverse Effect, and there is no existing
condition, situation or set of circumstances which could reasonably be expected
to result in such a liability, other than liabilities under the Loan Documents
and the Qualified Senior Note Documents.

     (b) Prior to the Original Closing Date, Borrower has delivered to the
Lenders Holdings' (i) Confidential Information Memoranda, (ii) unaudited
consolidated and consolidating balance sheets and statements of income and cash
flows as of and for the nine-month period ended September 30, 2003 and for the
comparable period of the preceding fiscal year and (iii) consolidated
projections for a 5-year period after the Original Closing Date. Such
projections


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and financial statements have been prepared in good faith by the Loan Parties,
based on the assumptions stated therein (which assumptions are believed by the
Loan Parties as of the Original Closing Date and on the Closing Date to be
reasonable), are based on the best information available to the Loan Parties as
of the date of delivery thereof, accurately reflect all adjustments required to
be made to give effect to the Transactions. The projections are based upon the
same accounting principles as those used in the preparation of the financial
statements described above and the estimates and assumptions stated therein, all
of which the Loan Parties believes to be reasonable and fair in light of current
conditions and current facts known to the Loan Parties and, as of the Closing
Date, reflect the Loan Parties' good faith and reasonable estimates of the
future financial performance of the Loan Parties for the period set forth
therein. The projections are not a guaranty of future performance, and actual
results may differ from the projections.

     (c) Since December 31, 2002, there has been no event, change or occurrence
that, individually or in the aggregate, has had or could reasonably be expected
to result in a Material Adverse Effect.

     SECTION 3.05 PROPERTIES. (a) Each Company has good title to, or valid
leasehold interests in, all its Property material to its business, except for
minor irregularities or deficiencies in title that, individually or in the
aggregate, do not interfere with its ability to conduct its business as
currently conducted or to utilize such Property for its intended purpose. Title
to all such Property held by such Company is free and clear of all Liens except
for Permitted Liens. The Property of the Companies, taken as a whole, (i) is in
good operating order, condition and repair (ordinary wear and tear excepted)
(except to the extent that the failure to be in such condition could not
reasonably be expected to result in a Material Adverse Effect) and (ii)
constitutes all the Property which is required for the business and operations
of the Companies as presently conducted.

     (b) Real Property. As of the Closing Date,

          (i) Schedule 3.05(b) contains a true and complete list of each
interest in Real Property owned by any Company and describes the type of
interest therein held by such Company. Schedule 3.05(b) contains a true and
complete list of each Real Property leased, subleased or otherwise occupied or
utilized by any Company, as lessee, sublessee, franchisee or licensee, and
describes the type of interest therein held by such Company and whether such
lease, sublease or other instrument requires the consent of the landlord
thereunder or other parties thereto to the Transactions.

          (ii) The Real Property and the current use thereof complies in all
material respects with (i) all applicable Requirements of Law (including
building and zoning ordinances and codes), and the Borrower or the relevant
Company is not an illegal user of such Real Property, and (ii) all insurance
requirements of this Agreement, in each case, except where noncompliance could
not reasonably be expected to have a Material Adverse Effect.

          (iii) No Casualty Event has been commenced or, to the best knowledge
of Borrower and the Companies, is contemplated with respect to all or any
portion of any material Real Property or for any materially adverse relocation
of roadways providing access to such Real


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Property other than a Casualty Event relating to Real Property that has been
restored, replaced or rebuilt.

          (iv) There are no current, pending or, to the best knowledge of
Borrower and the Companies, proposed special or other assessments for public
improvements or otherwise affecting any Mortgaged Real Properties, nor are there
any contemplated improvements to such Mortgaged Real Properties that may result
in such special or other assessments, in each case, other than such assessments
that will be paid prior to delinquency.

          (v) Neither the Borrower nor the Companies have suffered, permitted or
initiated the joint assessment of any Mortgaged Real Property with any other
real property constituting a separate tax lot that would interfere with the
legal foreclosure of such Mortgaged Real Property independent of any property
that is not a Mortgaged Real Property. All owned Real Property is comprised of
one or more parcels, each of which or such parcels together constitutes a
separate tax lot and none of which constitutes a portion of any other tax lot.

          (vi) Each of the Borrower and the Companies has obtained all material
permits (including assembly permits), licenses, variances and certificates
required by Requirements of Law to be obtained by such Person and necessary to
the use and operation of the Mortgaged Real Properties for the purposes for
which they are currently used. Each of the Borrower and the Companies has
obtained all permits (including assembly permits), licenses, variances and
certificates required by Requirements of Law to be obtained by such Person and
necessary to the use and operation of Real Property other than Mortgaged Real
Properties except to the extent that the failure to obtain such permits,
licenses, variances and certificates could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect. The use being made of all Real
Property is in material conformity with the certificate of occupancy and/or such
other permits, licenses, variances and certificates for such Real Property and
any other reciprocal easement agreements, restrictions, covenants or conditions
affecting such Real Property.

          (vii) Except for maintenance and repairs in the ordinary course of
business or as set forth on Schedule 3.05(b), to the best knowledge of Borrower
and the Companies, all Real Property owned by Loan Parties is free from
structural defects and all building systems contained therein are in good
working order and condition, ordinary wear and tear excepted, suitable for the
purposes for which they are currently being used.

          (viii) No Person other than the Companies has any possessory interest
in any Real Property or right to occupy any Real Property except for leases,
subleases and concessions (i) in the ordinary course of business and (ii) on
terms no less favorable to the Companies than terms that were available to
unaffiliated parties in the market generally at the time entered into. There are
no outstanding options to purchase or rights of first refusal or restrictions on
transferability affecting any owned Real Property.

          (ix) Except as could not reasonably be expected to have a material
adverse effect on the affected Property, (i) all Real Property has adequate
rights of access to public ways to permit the Real Property to be used for its
intended purpose and is served by operating and adequate water, electric,
telephone, sewer, sanitary sewer and storm drain facilities, (ii) all public
utilities necessary to the continued use and enjoyment of the Real Property and
the Companies


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have the legal right to the continued use thereof, (iii) all roads necessary for
the full utilization of the Real Property for its current purpose have been
completed and dedicated to public use and accepted by all Governmental
Authorities or are the subject of access easements for the benefit of such Real
Property and (iv) all reciprocal easement agreements affecting any Real Property
are in full force and effect and no Company is aware of any defaults thereunder.
Except for public streets and sidewalks and other non-material parcels in
respect of which any further discontinuance of use or occupying would not
materially interfere with the value or utility of adjacent or nearby Real
Property, no Company uses or occupies any real property other than such Real
Property in connection with the use and operation of any Real Property.

          (x) No building or structure constituting Real Property or any
appurtenance thereto or equipment thereon, or the use, operation or maintenance
thereof, violates any restrictive covenant or encroaches on any easement or on
any property owned by others, which violation or encroachment materially
interferes with the use or could materially adversely affect the value of such
building, structure or appurtenance or which encroachment is necessary for the
operation of the business at any Real Property. All buildings, structures,
appurtenances and equipment necessary for the use of each Mortgaged Real
Property for the purpose for which it is currently being used are located on the
real property encumbered by such Mortgage.

          (xi) Each parcel of Real Property, including each lease, has adequate
available parking to meet legal and operating requirements (after taking into
account reciprocal easement agreements and other easements on adjoining or
nearby land).

          (xii) No portion of the Real Property owned by a Loan Party has
suffered any material damage by fire or other material casualty loss that has
not heretofore been substantially repaired and restored to its original
condition. No portion of the Real Property owned by a Loan Party (other than the
Real Property located in Willimantic, Connecticut for which Borrower has flood
insurance) is located in a special flood hazard area as designated by any
federal governmental authorities.

     (c) Each Company owns, or is licensed to use, all patents, patent
applications, trademarks, trade names, servicemarks, copyrights, technology,
trade secrets, proprietary information, domain names, know-how and processes
necessary for the conduct of its business as currently conducted (the
"INTELLECTUAL PROPERTY"), except for those the failure to own or license which,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect. No claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does any
Company know of any valid basis for any such claim (except for such claim and
infringement that could not reasonably be expected to result in a Material
Adverse Effect). The use of such Intellectual Property by each Company does not
infringe the rights of any Person, except for such claims and infringements
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.

     (d) As of the Closing Date, (i) no Company has received any notice of, nor
has any knowledge of, the occurrence or pendency or contemplation of any
Casualty Event affecting all or any portion of the Property and (ii) no Mortgage
encumbers improved Real Property that is located in an area that has been
identified by the Secretary of Housing and Urban Development


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as an area having special flood hazards and with respect to which flood
insurance has been made available under the National Flood Insurance Act of
1968.

     SECTION 3.06 EQUITY INTERESTS AND SUBSIDIARIES. (a) Schedule 3.06(a) sets
forth a list of (i) all the Subsidiaries and their jurisdiction of organization
as of the Closing Date and (ii) the number of shares of each class of its Equity
Interests authorized, and the number outstanding (and the record holder of such
Equity Interests), on the Closing Date and the number of shares covered by all
outstanding options, warrants, rights of conversion or purchase and similar
rights at the Closing Date. All Equity Interests of each Company are duly and
validly issued and are fully paid and non-assessable and are owned by Holdings
or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all
Equity Interests of Borrower are owned directly by Intermediate Holdings and all
Equity Interests of Intermediate Holdings are owned directly by Holdings. Each
Loan Party is the record and beneficial owner of, and has good and marketable
title to, the Equity Interests pledged by it under the Security Agreements and
Foreign Pledge Agreements, free of any and all Liens, rights or claims of other
Persons, except the security interest created by the Security Agreements, and
there are no outstanding warrants, options or other rights to purchase, or
shareholder, voting trust or similar agreements outstanding with respect to, or
Property that is convertible into, or that requires the issuance or sale of, any
such Equity Interests.

     (b) No consent of any Person including any other general or limited
partner, any other member of a limited liability company, any other shareholder
or any other trust beneficiary is necessary or desirable in connection with the
creation, perfection or first priority status of the security interest of the
Collateral Agent in any Equity Interests pledged to the Collateral Agent for the
benefit of the Secured Parties under the Security Documents or the exercise by
the Collateral Agent of the voting or other rights provided for in the Security
Documents or the exercise of remedies in respect thereof.

     (c) An accurate organization chart, showing the ownership structure of
Holdings, Borrower and each Subsidiary on the Closing Date, and after giving
effect to the Transaction, is set forth on Schedule 3.06(c).

     SECTION 3.07 LITIGATION; COMPLIANCE WITH LAWS. (a) As of the Closing Date,
there are no actions, suits or proceedings at law or in equity by or before any
Governmental Authority now pending or, to the knowledge of any Company,
threatened against or affecting any Company or any business, Property or rights
of any such Person (i) that involve any Loan Document or the Transactions or
(ii) as to which there is a reasonable possibility of an adverse determination
and that, if adversely determined, could reasonably be expected, individually or
in the aggregate, to result in a Material Adverse Effect.

     (b) Except for matters covered by Section 3.17, no Company or any of its
Property is in violation of, nor will the continued operation of their Property
as currently conducted violate, any Requirements of Law (including any zoning or
building ordinance, code or approval or any building permits) or any
restrictions of record or agreements affecting the Real Property or is in
default with respect to any judgment, writ, injunction, decree or order of any
Governmental Authority, where such violation or default could reasonably be
expected to result in a Material Adverse Effect.


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     SECTION 3.08 AGREEMENTS. (a) No Company is a party to any agreement or
instrument or subject to any corporate or other constitutional restriction that
has resulted or could reasonably be expected to result in a Material Adverse
Effect.

     (b) No Company is in default in any manner under any provision of any
indenture or other agreement or instrument evidencing Indebtedness, or any other
agreement or instrument to which it is a party or by which it or any of its
Property are or may be bound, where such default could reasonably be expected to
result in a Material Adverse Effect.

     (c) Schedule 3.08(c) accurately and completely lists all material
agreements (other than leases of Real Property set forth on Schedule 3.05(b) and
other than the Intercompany Agreements) to which any Company is a party which
are in effect on the date hereof in connection with the operation of the
business conducted thereby and Borrower has delivered to the Administrative
Agent and the Collateral Agent complete and correct copies of all such material
agreements, including any amendments, supplements or modifications with respect
thereto.

     SECTION 3.09 FEDERAL RESERVE REGULATIONS. (a) No Company is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying Margin Stock.

     (b) No part of the proceeds of any Loan or any Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose that entails a violation of, or that is inconsistent
with, the provisions of the regulations of the Board, including Regulation T, U
or X. The pledge of the Security Agreement Collateral pursuant to the Security
Agreements and Foreign Pledge Agreements does not violate such regulations.

     SECTION 3.10 INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT. No
Company is (a) an "investment company" or a company "controlled" by an
"investment company," as defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended, or (b) a "holding company," an
"affiliate" of a "holding company" or a "subsidiary company" of a "holding
company," as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935, as amended.

     SECTION 3.11 USE OF PROCEEDS. Borrower will use the proceeds of the
Revolving Loans on and after the Closing Date to finance any Permitted Loan
Funded Acquisition, fund the GCC Spain Acquisition Intercompany Debt and for
general corporate purposes.

     SECTION 3.12 TAXES. Each Company has (a) timely filed or caused to be
timely filed all federal Tax Returns and all material, state, local and foreign
Tax Returns or materials required to have been filed by it and all such Tax
Returns are true and correct in all material respects and has (b) duly and
timely paid or caused to be duly and timely paid all Taxes (whether or not shown
on any Tax Return) due and payable by it and all assessments received by it,
except Taxes (i) that are being contested in good faith by appropriate
proceedings and for which such Company shall have set aside on its books
adequate reserves in accordance with GAAP or (ii) which could not, individually
or in the aggregate, have a Material Adverse Effect; provided, that any such
contest of Taxes with respect to Collateral shall also satisfy the Contested
Collateral


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Lien Conditions. Each Company has made adequate provision in accordance with
GAAP for all Taxes not yet due and payable. Each Company is unaware of any
proposed or pending tax assessments, deficiencies or audits that could be
reasonably expected to, individually or in the aggregate, result in a Material
Adverse Effect.

     SECTION 3.13 NO MATERIAL MISSTATEMENTS. None of any information, report,
financial statement, exhibit or schedule furnished by or on behalf of any
Company to the Administrative Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto (including the Confidential Information Memoranda) contained, contains
or will contain any material misstatement of fact or omission, omits or will
omit to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were, are or will be made, not
misleading as of the date such information is dated or certified; provided, that
to the extent any such information, report, financial statement, exhibit or
schedule was based upon or constitutes a forecast or projection, each Loan Party
represents only that it acted in good faith and utilized reasonable assumptions
and due care in the preparation of such information, report, financial
statement, exhibit or schedule.

     SECTION 3.14 LABOR MATTERS. As of the date hereof and the Closing Date,
there are no strikes, lockouts or slowdowns against any Company pending or, to
the knowledge of any Company, threatened. The hours worked by and payments made
to employees of any Company have not been in violation of the Fair Labor
Standards Act or any other applicable federal, state, local or foreign law
dealing with such matters in any manner which could reasonably be expected to
result in a Material Adverse Effect. All payments due from any Company, or for
which any claim may be made against any Company, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of such Company except where the failure to
do so could not reasonably be expected to result in a Material Adverse Effect.
The consummation of the Transactions will not give rise to any right of
termination or right of renegotiation on the part of any union under any
collective bargaining agreement to which any Company is bound.

     SECTION 3.15 SOLVENCY. Immediately after the consummation of the
Transactions to occur on the Original Closing Date and immediately following the
making of each Loan and after giving effect to the application of the proceeds
of each Loan taking into account rights of contribution against or reimbursement
from other Loan Parties, (a) the fair value of the assets of each Loan Party
(individually and on a consolidated basis with its Subsidiaries) will exceed its
debts and liabilities, subordinated, contingent or otherwise; (b) the present
fair saleable value of the Property of each Loan Party (individually and on a
consolidated basis with its Subsidiaries) will be greater than the amount that
will be required to pay the probable liability of its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (c) each Loan Party (individually and
on a consolidated basis with its Subsidiaries) will be able to pay its debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) each Loan Party (individually
and on a consolidated basis with its Subsidiaries) will not have unreasonably
small capital with which to conduct its business in which it is engaged as such
business is now conducted and is proposed to be conducted following the Closing
Date and (e) with respect to any Canadian Loan Party, that on such date (i) the
property of such Person is sufficient, if disposed of at a fairly


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conducted sale under legal process, to enable payment of all its obligations,
due and accruing due, (ii) the property of such Person is, at a fair valuation,
greater than the total amount of liabilities, including contingent liabilities,
of such Person, (iii) such Person has not ceased paying its current obligations
in the ordinary course of business as they generally become due, and (iv)) such
Person is not for any reason unable to meet its obligations as they generally
become due. In determining the foregoing, the amount of contingent liabilities
(such as litigation, guaranties and pension plan liabilities) at any time shall
be computed as the amount that, in light of all the facts and circumstances
existing at the time, represents the amount that can be reasonably be expected
to become an actual or matured liability.

     SECTION 3.16 EMPLOYEE BENEFIT AND PENSION PLANS. (a) Each Domestic Company
and its ERISA Affiliates is in compliance in all material respects with the
applicable provisions of ERISA and the Code and the regulations and published
interpretations thereunder. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in material liability of any Domestic
Company or any of its ERISA Affiliates or the imposition of a Lien on any of the
assets of a Domestic Company. As of the date of the most recent financial
statements, there is no accumulated funding deficiency (as defined by Section
412(a) of the Code). Each Company and its ERISA Affiliates are in compliance
with the terms of the July 1999 agreement (and any amendments or related
letters) between Holdings and the PBGC that addresses the Plans. Using actuarial
assumptions and computation methods consistent with subpart 1 of subtitle E of
Title IV of ERISA, the aggregate liabilities of each Company or its ERISA
Affiliates to all Multiemployer Plans in the event of a complete withdrawal
therefrom, as of the close of the most recent fiscal year of each such
Multiemployer Plan, could not reasonably be expected to result in a Material
Adverse Effect.

     (b) Except as set forth in Schedule 3.16, the Canadian Pension Plans are
duly registered under the ITA and all other applicable laws which require
registration and no event has occurred which is reasonably likely to cause the
loss of such registered status. All material obligations of any Canadian Loan
Party (including fiduciary, funding, investment and administration obligations)
required to be performed in connection with the Canadian Pension Plans and the
funding agreements therefor have been performed in a timely fashion. There have
been no improper withdrawals or applications of the assets of the Canadian
Pension Plans or the Canadian Benefit Plans. There are no outstanding disputes
concerning the assets of the Canadian Pension Plans or the Canadian Benefit
Plans. Each of the Canadian Pension Plans is fully funded in accordance with the
contribution schedules determined by the Plan actuary (using actuarial methods
and assumptions which are consistent with the valuations last filed with the
applicable governmental authorities and which are consistent with generally
accepted actuarial principles). General Cable Canada does not employ any
employees outside of Canada.

     (c) Each Foreign Plan has been maintained in substantial compliance with
its terms and with the requirements of any and all applicable laws, statutes,
rules, regulations and orders and has been maintained, where required, in good
standing with applicable regulatory authorities. No Foreign Company has incurred
any material obligation in connection with the termination of or withdrawal from
any Foreign Plan. Each Foreign Plan is funded in accordance with the
contribution schedule determined by the Plan actuary (using actuarial methods
and assumptions which are consistent with the valuations last filed with the
applicable Governmental Authority


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and which are consistent with generally accepted actuarial principles). For each
Foreign Plan which is not funded, the obligations of such Foreign Plan are
properly accrued.

     SECTION 3.17 ENVIRONMENTAL MATTERS. (a) Except as set forth in Schedule
3.17 or except as, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect:

          (i) The Companies and their businesses, operations and Real Property
are and in the last six years have been in compliance with, and the Companies
have no liability under, Environmental Law;

          (ii) The Companies have obtained all Environmental Permits required
for the conduct of their businesses and operations, and the ownership, operation
and use of their assets, under Environmental Law, all such Environmental Permits
are valid and in good standing and, under the currently effective business plan
of the Companies, no expenditures or operational adjustments will be required in
order to renew or modify such Environmental Permits during the next five years;

          (iii) There has been no Release or threatened Release of Hazardous
Material on, at, under or from any real Property or facility presently or
formerly owned, leased or operated by the Companies or their predecessors in
interest that could result in liability of the Companies under Environmental
Law;

          (iv) There is no Environmental Claim pending or, to the knowledge of
the Companies, threatened against the Companies, or relating to the real
Property currently or formerly owned, leased or operated by the Companies or
relating to the operations of the Companies, and there are no actions,
activities, circumstances, conditions, events or incidents that could form the
basis of such an Environmental Claim; and

          (v) No Person with an indemnity or contribution obligation to the
Companies relating to compliance with or liability under Environmental Law is in
default with respect to such obligation.

     (b) Except as set forth in Schedule 3.17 or except as, individually or in
the aggregate could not reasonably be expected to result in a Material Adverse
Effect:

          (i) No Company is obligated to perform any action or otherwise incur
any expense under Environmental Law pursuant to any order, decree, judgment or
agreement by which it is bound or has assumed by contract or agreement, and no
Company is conducting or financing any Response pursuant to any Environmental
Law with respect to any Real Property or any other location;

          (ii) No Real Property or facility owned, operated or leased by the
Companies and, to the knowledge of the Companies, no real Property or facility
formerly owned, operated or leased by the Companies or any of their predecessors
in interest is (x) listed or proposed for listing on the National Priorities
List promulgated pursuant to CERCLA or (y) listed on the Comprehensive
Environmental Response, Compensation and Liability Information System


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promulgated pursuant to CERCLA or (z) included on any similar list maintained by
any Governmental Authority including, without limitation, any such list relating
to petroleum;

          (iii) No Lien has been recorded or, to the knowledge of any Company,
threatened under any Environmental Law with respect to any Real Property or
assets of the Companies;

          (iv) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not require any
notification, registration, filing, reporting, disclosure, investigation,
remediation or cleanup pursuant to any Governmental Real Property Disclosure
Requirements or any other Environmental Law; and

          (v) The Companies have made available to Lenders all material reports
and assessments in the possession, custody or control of, or otherwise
reasonably available to, the Companies concerning compliance with or liability
under Environmental Law at the properties owned within the United States, which
reports may concern the existence of Hazardous Material at such properties.

     SECTION 3.18 INSURANCE. Schedule 3.18 sets forth a true, complete and
correct description of all insurance maintained by each Company as of the
Closing Date. As of each such date, such insurance is in full force and effect
and all premiums have been duly paid. Each Company has insurance in such amounts
and covering such risks and liabilities as are in accordance with normal
industry practice.

     SECTION 3.19 SECURITY DOCUMENTS. (a) The Security Agreements are effective
to create in favor of the Collateral Agent for the benefit of the Secured
Parties, a legal, valid and enforceable security interest in and Lien on the
Security Agreement Collateral and, when (i) financing statements and other
filings in appropriate form are filed in the offices specified on Schedule 4 to
the Perfection Certificate and (ii) upon the taking of possession or control by
the Collateral Agent of the Security Agreement Collateral with respect to which
a security interest may be perfected only by possession or control (which
possession or control shall be given to the Collateral Agent to the extent
possession or control by the Collateral Agent is required by each Security
Agreement), the Lien created by the Security Agreements shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in the Security Agreement Collateral (other than such
Security Agreement Collateral in which a security interest cannot be perfected
under the UCC or PPSA as in effect at the relevant time in the relevant
jurisdiction), in each case subject to no Liens other than Permitted Liens.

     (b) When the Security Agreements or a short form thereof is filed in the
United States Patent and Trademark Office and the United States Copyright
Office, Canadian Intellectual Property Office, as applicable, the Lien created
by such Security Agreements shall constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the grantors thereunder
in the Intellectual Property (as defined in such Security Agreements), in each
case subject to no Liens other than Permitted Liens.

     (c) Each Mortgage executed and delivered as of the Original Closing Date
is, or, to the extent any Mortgage is duly executed and delivered thereafter by
the relevant Loan Party, will


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be, effective to create, in favor of the Collateral Agent, for its benefit and
the benefit of the Secured Parties, a legal, valid and enforceable first
priority Lien on and security interest in all of the Loan Parties' right, title
and interest in and to the Mortgaged Real Properties thereunder and the proceeds
thereof, and when the Mortgages are filed in the offices specified on Schedule
1.01(a), (or, in the case of any Mortgage executed and delivered after the date
thereof in accordance with the provisions of Sections 5.11 and 5.12, when such
Mortgage is filed in the offices specified in the local counsel opinion
delivered with respect thereto in accordance with the provisions of Sections
5.11 and 5.12) the Mortgages shall constitute fully perfected Liens on, and
security interests in, all right, title and interest of the Loan Parties in the
Mortgaged Real Properties and the proceeds thereof, in each case prior and
superior in right to any other Person, other than Liens reasonably acceptable to
the Administrative Agent.

     (d) Each Security Document delivered pursuant to Sections 5.11 and 5.12
will, upon execution and delivery thereof, be effective to create in favor of
the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and
enforceable security interest in and Lien on all of the Loan Parties' right,
title and interest in and to the Collateral thereunder, and when all appropriate
filings or recordings are made in the appropriate offices as may be required
under applicable law, such Security Document will constitute a fully perfected
Lien on, and security interest in, all right, title and interest of the Loan
Parties in such Collateral, in each case subject to no Liens other than the
applicable Permitted Liens.

     SECTION 3.20 EQUITY FINANCING DOCUMENTS; REPRESENTATIONS AND WARRANTIES IN
AGREEMENT. (a) The Lenders have been furnished true and complete copies of each
Equity Financing Document to the extent executed and delivered on or prior to
the Original Closing Date.

     (b) All representations and warranties of each Company set forth in the
Equity Financing Documents were true and correct in all material respects as of
the time such representations and warranties were made and shall be true and
correct in all material respects as of the Original Closing Date as if such
representations and warranties were made on and as of such date, unless stated
to relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date.

     SECTION 3.21 [INTENTIONALLY OMITTED.]

     SECTION 3.22 LOCATION OF MATERIAL INVENTORY. Schedule 3.22 sets forth all
locations in the United States and Canada where the aggregate value of Inventory
owned by the Loan Parties exceeds the Dollar Equivalent of $250,000.

     SECTION 3.23 ACCURACY OF BORROWING BASE. At the time any Borrowing Base
Certificate is delivered pursuant to this Agreement, (a) each Account and each
item of Inventory included in the calculation of the Borrowing Base satisfies
all of the criteria stated herein (or of which Borrower has hereafter been
notified by Collateral Agent under Section 2.19) to be an Eligible Account and
an item of Eligible Inventory, respectively, (b) each item of Equipment included
in the calculation of the Borrowing Base satisfies all of the criteria stated
herein to be an Eligible Equipment and (c) each parcel of Real Property included
in the calculation of the


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Borrowing Base satisfies all of the criteria stated herein satisfies all of the
criteria stated herein to be an Eligible Real Property.

     SECTION 3.24 POST-AUDIT ASSET DISPOSITIONS. As of the Original Closing
Date, the Borrower and the other Loan Parties have not disposed of assets (other
than Inventory sold in the ordinary course of their business) which are set
forth in the Inventory Appraisal, Equipment appraisal or Real Property
appraisals and which have an aggregate fair market value of more than the Dollar
Equivalent of $250,000.

     SECTION 3.25 HOLDING COMPANIES; INACTIVE SUBSIDIARIES. (a) Except for the
ownership of interests in Real Property set forth in Schedule 6.18, no Holding
Company (i) engages in any trade or business other than providing administrative
and managerial services on behalf of the Companies, (ii) owns any assets (other
than Equity Interests and Indebtedness, including intercompany Indebtedness,
which are pledged to the Collateral Agent) or (iii) has any liabilities (other
than for Indebtedness permitted to be outstanding with respect to and/or
incurred by any such Holding Company under Section 6.01) in an aggregate amount
that exceeds $25,000.

     (b) No Domestic or Canadian Inactive Subsidiary (i) has assets with an
aggregate book value in excess of $25,000 other than Indebtedness and Equity
Interests on the Closing Date pledged to the Collateral Agent, (ii) has any
liabilities (other than Indebtedness permitted to be outstanding with respect to
and/or incurred by any such Subsidiary under Section 6.01) in an aggregate
amount that exceeds $25,000 or (iii) engages in any trade or business.

     SECTION 3.26 COMMON ENTERPRISE. Holdings is the direct or indirect and
beneficial owner and holder of all of the issued and outstanding shares of stock
or other Equity Interests in the Borrower and the other Guarantors. Borrower and
Guarantors make up a related organization of various entities constituting a
single economic and business enterprise so that Borrower and Guarantors share a
substantial identity of interests such that any benefit received by any one of
them benefits the others. Borrower and certain Guarantors render services to or
for the benefit of Borrower and/or the other Guarantors, as the case may be,
purchase or sell and supply goods to or from or for the benefit of the others,
make loans, advances and provide other financial accommodations to or for the
benefit of Borrower and Guarantors (including, inter alia, the payment by
Borrower and Guarantors of creditors of the Borrower or Guarantors and
guarantees by Borrower and Guarantors of indebtedness of Borrower and Guarantors
and provide administrative, marketing, payroll and management services to or for
the benefit of Borrower and Guarantors). Borrower and Guarantors have
centralized accounting, common officers and directors and are in certain
circumstances are identified to creditors as a single economic and business
enterprise (i.e., as Holdings' "domestic" business).

                                  ARTICLE IV.

                         CONDITIONS TO CREDIT EXTENSIONS

     SECTION 4.01 CONDITIONS TO CONTINUE TO FUND THE CREDIT EXTENSIONS. The
obligation of each Lender to make or continue the Credit Extensions requested to
be made or continued by it on the Closing Date and of each Issuing Bank to issue
or to cause to be issued or


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continue Letters of Credit on the Closing Date shall be subject to the prior or
concurrent satisfaction of each of the conditions precedent set forth in this
Section 4.01.

     (a) Loan Documents. All legal matters incident to this Agreement, the
Borrowings and extensions of credit hereunder and the other Loan Documents shall
be satisfactory to the Lenders, to the Issuing Bank to the Administrative Agent
and the Collateral Agent, and there shall have been delivered to the
Administrative Agent and the Collateral Agent an executed counterpart of this
Agreement and such other documents, instruments, agreements, certificates and
legal opinions as the Administrative Agent and/or the Collateral Agent shall
reasonably request in connection with the transactions contemplated by this
Agreement, including all those listed in the Closing Checklist attached hereto
as Annex II.

     (b) Corporate Documents. The Administrative Agent and Collateral Agent
shall have received:

          (i) a certificate of the Secretary or Assistant Secretary of each Loan
Party dated the Closing Date and certifying (A) that there has been no change to
the certificate or articles of incorporation or other constitutive documents
since the Original Closing Date, (B) that there has been no change to the
by-laws of such Loan Party since the Original Closing Date, (C) that attached
thereto is a true and complete copy of resolutions duly adopted by the Board of
Directors of such Loan Party authorizing the execution, delivery and performance
of the Loan Documents to which such Person is a party and, in the case of
Borrower, the borrowings hereunder, and that such resolutions have not been
modified, rescinded or amended and are in full force and effect, (D) as to the
incumbency and specimen signature of each officer executing any Loan Document or
any other document delivered in connection herewith on behalf of such Loan Party
(together with a certificate of another officer as to the incumbency and
specimen signature of the Secretary or Assistant Secretary executing the
certificate in this clause (i));

          (ii) a long form certificate as to the good standing of each Loan
Party as of a recent date, from such Secretary of State; and

          (iii) such other documents as the Lenders, the Issuing Bank or the
Administrative Agent may reasonably request.

     (c) Officers' Certificate. The Administrative Agent and the Collateral
Agent shall have received a certificate, dated the Closing Date and signed by
the Chief Executive Officer and the Chief Financial Officer of Borrower,
confirming compliance with the conditions precedent set forth in Section 4.01
and paragraphs (b), (c), (d) and (e) of Section 4.02 and certifying that no
Default or Event of Default under the Prior Credit Agreement has occurred and is
continuing as of the Closing Date.

     (d) Opinions of Counsel. The Administrative Agent and Collateral Agent
shall have received, on behalf of themselves, the Arrangers, the Lenders and the
Issuing Bank, (i) a favorable written opinion of (A) Blank Rome LLP, special
counsel for the Loan Parties, substantially to the effect set forth in Exhibit K
and (B) Osler, Hoskin & Harcourt LLP, Canadian counsel for the Loan Parties and
(ii) a favorable written confirmation of each other local and foreign counsel
listed on Schedule 4.01(d) (all of which counsels delivered opinions in


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connection with the Prior Credit Agreement), in each case (A) dated the Closing
Date, (B) addressed to the Administrative Agent, the Collateral Agent, the
Issuing Bank and the Lenders and (C) covering such other matters relating to the
Loan Documents and the Transactions as the Administrative Agent shall reasonably
request.

     (e) Fees. (i) The Arrangers, Collateral Agent and Administrative Agent
shall have received all Fees and other amounts due and payable (excluding such
Fees which may become due and payable on each anniversary of the Original
Closing Date as set forth in Section 12.01(f)) on or prior to the Closing Date,
including, and, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses (including reasonable legal fees and expenses of Latham &
Watkins, LLP, special counsel to the Administrative Agent and the Collateral
Agent), and the fees and expenses of any local counsel, appraisers, consultants
and other advisors) required to be reimbursed or paid by Borrower hereunder or
under any other Loan Document and (ii) Borrower shall have paid to the
Administrative Agent (for the account of the Lenders) in immediately available
funds an amendment fee equal to each Lender's Pro Rata Percentage of .125% of
the Commitments.

     (f) Personal Property Requirements. The Collateral Agent shall have
received certified copies of UCC, PPSA, tax and judgment lien searches,
bankruptcy and pending lawsuit searches or equivalent reports or searches, each
of a recent date listing all effective financing statements, lien notices or
comparable documents that name any Loan Party as debtor and that are filed in
those state, county or provincial jurisdictions in which any Property of any
Loan Party is located and the state, county or provincial jurisdictions in which
any Loan Party is organized or maintains its principal place of business and
such other searches that the Collateral Agent deems necessary or appropriate,
none of which encumber the Collateral covered or intended to be covered by the
Security Documents (other than Permitted Liens and those relating to Liens
acceptable to the Collateral Agent).

     (g) Real Property Requirements. The Collateral Agent shall have received:

          (i) with respect to each Mortgage, endorsements to each Title Policy
as shall be reasonably requested by the Collateral Agent to "bring-down" the
status of title and to confirm that the Title Policy continues to apply to the
Mortgages and the Obligations under this Agreement and the Prior Credit
Agreement; and

          (ii) with respect to each Mortgaged Real Property, such affidavits,
certificates, information (including financial data) and instruments of
indemnification (including, without limitation, a so-called "gap"
indemnification and no-new improvements to survey affidavits) as shall be
required to induce the Title Company to issue the endorsements contemplated in
subparagraph (a) above.

          (iii) with respect to each Mortgage, an amendment to such Mortgage, in
recordable form and substance acceptable to the Administrative Agent providing,
among other things, for the recognition of the amendment and restatement of this
Agreement as set forth herein and the reaffirmation of the Mortgage; and


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          (iv) evidence of payment of any and all mortgage, documentary,
intangibles or similar taxes, if any, which shall be due and payable in
connection with either the increase in the amount of the Obligations under this
Agreement or the recording of any such Mortgage amendment referenced in clause
(iii) above.

     SECTION 4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each
Lender and each Issuing Bank to make any Credit Extension (including the initial
Credit Extension) shall be subject to, and to the satisfaction of, each of the
conditions precedent set forth below.

     (a) Notice. The Administrative Agent shall have received a Borrowing
Request as required by Section 2.03 (or such notice shall have been deemed given
in accordance with Section 2.03) if Loans are being requested or, in the case of
the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing
Bank and the Administrative Agent shall have received a notice requesting the
issuance, amendment, extension or renewal of such Letter of Credit as required
by Section 2.18(b) or, in the case of the Borrowing of a Swingline Loan, the
Swingline Lender and the Administrative Agent shall have received a notice
requesting such Swingline Loan as required by Section 2.17(b).

     (b) No Default. The Borrower and each other Loan Party shall be in
compliance in all material respects with all the terms and provisions set forth
herein and in each other Loan Document on its part to be observed or performed,
and, at the time of and immediately after such Credit Extension, no Default
shall have occurred and be continuing on such date or after giving effect to the
Credit Extension requested to be made on such date.

     (c) Representations and Warranties. Each of the representations and
warranties made by any Loan Party set forth in Article III hereof or in any
other Loan Document shall be true and correct in all material respects (except
that any representation and warranty that is qualified as to "materiality" or
"Material Adverse Effect" shall be true and correct in all respects) on and as
of the date of such Credit Extension with the same effect as though made on and
as of such date, except to the extent such representations and warranties
expressly relate to an earlier date.

     (d) No Material Adverse Effect. There has been no event, condition and/or
contingency that has had or is reasonable likely to have a Material Adverse
Effect, as reasonably determined by either the Administrative Agent or the
Collateral Agent.

     (e) No Legal Bar. No order, judgment or decree of any Governmental
Authority shall purport to restrain such Lender from making any Loans to be made
by it or the Issuing Bank from issuing Letters of Credit. No injunction or other
restraining order shall have been issued, shall be pending or noticed with
respect to any action, suit or proceeding seeking to enjoin or otherwise prevent
the consummation of, or to recover any damages or obtain relief as a result of,
the transactions contemplated by this Agreement or the making of Loans
hereunder.

Each of the delivery of a Borrowing Request or notice requesting the issuance,
amendment, extension or renewal of a Letter of Credit and the acceptance by the
Borrower of the proceeds of such Credit Extension shall constitute a
representation and warranty by Borrower and each other Loan Party that on the
date of such Credit Extension (both immediately before and after giving effect
to such Credit Extension and the application of the proceeds thereof) the
conditions


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contained in this Section 4.02 have been satisfied. Borrower shall provide such
information (including calculations in reasonable detail of the covenants in
Section 6.08) as the Administrative Agent or the Collateral Agent may reasonably
request to confirm that the conditions in this Section 4.02 have been satisfied.

                                   ARTICLE V.

                              AFFIRMATIVE COVENANTS

     Each Loan Party covenants and agrees with each Lender that so long as this
Agreement shall remain in effect and until the Commitments have been terminated
and the principal of and interest on each Loan, all Fees and all other expenses
or amounts payable under any Loan Document shall have been paid in full and all
Letters of Credit have been canceled or have expired or been fully cash
collateralized and all amounts drawn thereunder have been reimbursed in full,
unless the Required Lenders shall otherwise consent in writing, each Loan Party
will, and will cause each of its Subsidiaries to:

     SECTION 5.01 FINANCIAL STATEMENTS, REPORTS, ETC. In the case of Holdings
and Borrower, furnish to the Administrative Agent and each Lender:

     (a) Annual Reports. Within 90 days after the end of each fiscal year (but
no later than the date on which Holdings is required to file a Form 10-K under
the Exchange Act), (i) the consolidated and consolidating (by region or, if
requested by the Collateral Agent exercising in its reasonable credit judgment,
by entity) balance sheet of Holdings as of the end of such fiscal year and
related consolidated and consolidating (by region or, if requested by the
Collateral Agent exercising in its reasonable credit judgment, by entity)
statements of income, cash flows and stockholders' equity for such fiscal year,
and notes thereto (including a note with a balance sheet and statements of
income and cash flows separating out results consistent with reporting to the
SEC), all prepared in accordance with Regulation S-X under the Securities Act
and accompanied by an opinion of Deloitte & Touche LLP or other independent
public accountants of recognized national standing satisfactory to the
Administrative Agent or one of the other "Big 4" accounting firms (which opinion
shall not be qualified as to scope or contain any going concern or other
qualification), stating that such financial statements fairly present, in all
material respects, the consolidated financial condition, results of operations,
cash flows and changes in stockholders' equity of the Consolidated Companies as
of the end of and for such fiscal year in accordance with GAAP consistently
applied, (ii) a management report in a form reasonably satisfactory to the
Administrative Agent setting forth, on a consolidating basis (by region or, if
requested by the Collateral Agent exercising in its reasonable credit judgment,
by entity), the financial condition, results of operations and cash flows of the
Consolidated Companies (on a consolidated basis) as of the end of and for such
fiscal year, as compared to the Consolidated Companies' financial condition,
results of operations and cash flows as of the end of and for the previous
fiscal year and its budgeted results of operations and cash flows, (iii) a
management's discussion and analysis of the financial condition and results of
operations for such fiscal year, as compared to the previous fiscal year and
(iv) a schedule setting forth the intercompany Indebtedness outstanding and
changes thereto since the prior fiscal year;


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     (b) Quarterly Reports. Within 45 days after the end of each of the first
three fiscal quarters of each fiscal year (but no later than the date on which
Holdings is required to file a Form 10-Q under the Exchange Act), (i) the
consolidated and consolidating (by region or, if requested by the Collateral
Agent exercising in its reasonable credit judgment, by entity) balance sheet of
Holdings as of the end of such fiscal quarter and related consolidated and
consolidating (by region or, if requested by the Collateral Agent exercising in
its reasonable credit judgment, by entity) statements of income and cash flows
for such fiscal quarter and for the then elapsed portion of the fiscal year, in
comparative form with the consolidated statements of income and cash flows for
the comparable periods in the previous fiscal year, and notes thereto (including
a note with a balance sheet and statements of income and cash flows separating
out results consistent with reporting to the SEC), all prepared in accordance
with Regulation S-X under the Securities Act and accompanied by a certificate of
a Financial Officer stating that such financial statements fairly present, in
all material respects, the consolidated financial condition, results of
operations and cash flows of the Consolidated Companies as of the date and for
the periods specified in accordance with GAAP consistently applied, and on a
basis consistent with audited financial statements referred to in paragraph (a)
if this Section 5.01(b), subject to normal year-end audit adjustments, (ii) a
management report in a form reasonably satisfactory to the Administrative Agent
setting forth, on a consolidating basis (by region or, if requested by the
Collateral Agent exercising in its reasonable credit judgment, by entity), the
financial condition, results of operations and cash flows of the Consolidated
Companies (on a consolidated basis) as of the end of and for such fiscal quarter
and for the then elapsed portion of the fiscal year, as compared to the
Consolidated Companies' financial condition, results of operations and cash
flows as of the end of such fiscal quarter and for the comparable periods in the
previous fiscal year and its budgeted results of operations and cash flows,
(iii) a management's discussion and analysis of the financial condition and
results of operations for such fiscal quarter and the then elapsed portion of
the fiscal year, as compared to the comparable periods in the previous fiscal
year and (iv) a schedule setting forth the intercompany Indebtedness outstanding
and changes thereto since the fiscal quarter;

     (c) Monthly Reports. Within 30 days after the end of each month, the
consolidated balance sheet of Holdings as of the end of such month and related
consolidated statements of income and cash flows of Holdings for such month and
for the then elapsed portion of the fiscal year, in comparative form with the
consolidated statements of income and cash flows for the comparable periods in
the previous fiscal year, accompanied by a certificate of a Financial Officer
stating that such financial statements fairly present, in all material respects,
the consolidated results of operations and cash flows of the Consolidated
Companies as of the date and for the periods specified in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments, and setting
forth, on a consolidating basis (by region or, if requested by the Collateral
Agent exercising in its reasonable credit judgment, by entity), the results of
operations and cash flows for such month and for the then elapsed portion of the
fiscal year, as compared to its results of operations and cash flows for the
comparable periods in the previous fiscal year and its budgeted results of
operations and cash flows and a schedule setting forth the intercompany
Indebtedness outstanding and changes thereto since the prior month;

     (d) Financial Officer's Certificate. (i) Concurrently with any delivery of
financial statements under paragraphs (a), (b) or (c) above, a certificate of a
Financial Officer certifying that no Default has occurred or, if such a Default
has occurred, specifying the nature and extent


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thereof and any corrective action taken or proposed to be taken with respect
thereto; (ii) concurrently with any delivery of financial statements under
sub-paragraph (a) or (b) above, a Compliance Certificate; and (iii) in the case
of paragraph (a) above, a report of the accounting firm opining on or certifying
such financial statements stating that in the course of its regular audit of the
financial statements of Holdings and its Subsidiaries, which audit was conducted
in accordance with GAAP, such accounting firm obtained no knowledge that any
Default has occurred or, if in the opinion of such accounting firm such a
Default has occurred, specifying the nature and extent thereof;

     (e) Financial Officer's Certificate Regarding Collateral. Concurrently with
any delivery of financial statements under paragraph (a) above, a certificate of
a Financial Officer setting forth the information required pursuant to the
Perfection Certificate or confirming that there has been no change in such
information since the date of the Perfection Certificate or Supplement;

     (f) Public Reports. Promptly after the same become publicly available,
copies of all periodic and other reports, proxy statements and other materials
filed by any Company with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed to holders
of its Indebtedness pursuant to the terms of the documentation governing such
Indebtedness (or any trustee, agent or other representative therefor), as the
case may be;

     (g) Management Letters. Promptly after the receipt thereof by any Company,
a copy of any "management letter" received by any such Person from its certified
public accountants and the management's responses thereto;

     (h) Budgets. No later than January 1, 2005 for the fiscal year of Holdings
and Borrower ending on December 31, 2005, and no later than the first day of
each subsequent fiscal year of Holdings and Borrower, a budget in form
reasonably satisfactory to the Administrative Agent (including budgeted
statements of income by each of Borrower's business units and sources and uses
of cash and balance sheets) prepared by each of Holdings and Borrower,
respectively, for each fiscal month of such fiscal year prepared in detail, of
Holdings, Borrower and their respective Subsidiaries, with appropriate
presentation and discussion of the principal assumptions upon which such budgets
are based, accompanied by the statement of a Financial Officer of each of
Holdings and Borrower to the effect that the budget of Holdings and Borrower,
respectively, is a reasonable estimate for the period covered thereby;

     (i) Annual Meetings with Lenders. Within 120 days after the close of each
fiscal year of Holdings, Holdings and Borrower shall, at the request of the
Administrative Agent or Required Lenders, hold a meeting (at a mutually
agreeable location and time) or, at the Administrative Agent's option,
participate in a conference call with all Lenders who choose to attend such
meeting or participate in such conference call at which meeting or conference
call shall be reviewed the financial results of the previous fiscal year and the
financial condition of the Companies and the budgets presented for the current
fiscal year of the Companies; and

     (j) Other Information. Promptly, from time to time, such other information
regarding the operations, business affairs and financial condition of any
Company, or compliance with the


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terms of any Loan Document, as the Administrative Agent or any Lender may
reasonably request.

     SECTION 5.02 LITIGATION AND OTHER NOTICES. Furnish to the Administrative
Agent, the Collateral Agent and each Lender prompt written notice of the
following:

     (a) any Default, specifying the nature and extent thereof and the
corrective action (if any) taken or proposed to be taken with respect thereto;

     (b) the filing or commencement of, or to the knowledge of any Company, any
threat or notice of intention of any Person to file or commence, any action,
suit or proceeding, whether at law or in equity by or before any Governmental
Authority, (i) against any Company or any Affiliate thereof that could
reasonably be expected to result in a Material Adverse Effect or (ii) with
respect to any Loan Document;

     (c) any event that has resulted in, or could reasonably be expected to
result in a Material Adverse Effect;

     (d) the occurrence of a Casualty Event which is reasonably likely to result
in a loss or damage in excess of $100,000 and will ensure that the Net Cash
Proceeds of any Casualty Event (whether in the form of insurance proceeds,
condemnation awards or otherwise) are collected and applied in accordance with
the applicable provisions of this Agreement and the Security Documents;

     (e) (i) the incurrence of any material Lien (other than Permitted Liens)
on, or claim asserted against any of the Collateral or (ii) the occurrence of
any other event which could materially affect the value of the Collateral; and

     (f) any threatened indictment by any Governmental Authority of any Loan
Party, as to which any Loan Party receives knowledge or notice, under any
criminal or civil proceedings against any Loan Party pursuant to which statute
or proceedings the penalties or remedies sought or available include forfeiture
of (i) any of the Collateral having a value in excess of $1.0 million or (ii)
any other Property of any Loan Party which is necessary or material to the
conduct of its business.

     SECTION 5.03 EXISTENCE; BUSINESSES AND PROPERTIES. (a) Do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence, except as otherwise expressly permitted under Section 6.05
or, in the case of any Subsidiary, where the failure to perform such
obligations, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.

     (b) Do or cause to be done all things necessary to obtain, preserve, renew,
extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; maintain and operate such business in
substantially the manner in which it is presently conducted and operated; comply
with all applicable Requirements of Law (including any and all zoning, building,
Environmental Law, ordinance, code or approval or any building permits or any
restrictions of record or agreements affecting the Real Property) and decrees
and orders of any


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Governmental Authority, whether now in effect or hereafter enacted, except where
the failure to comply, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect; pay and perform its obligations
under all Leases and Transaction Documents; and at all times maintain and
preserve all Property material to the conduct of the business of any Loan Party
and keep such Property in good repair, working order and condition and from time
to time make, or cause to be made, all needful and proper repairs, renewals,
additions, improvements and replacements thereto necessary in order that the
business of any Loan Party carried on in connection therewith may be properly
conducted at all times; provided, that nothing in this Section 5.03(b) shall
prevent (i) sales of assets, consolidations or mergers by or involving any
Company in accordance with Section 6.05; (ii) the withdrawal by any Company of
its qualification as a foreign corporation in any jurisdiction where such
withdrawal, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect; or (iii) the abandonment by any Company
of any rights, franchises, licenses, trademarks, tradenames, copyrights or
patents that such Person reasonably determines are not useful to its business.

     SECTION 5.04 INSURANCE. (a) Keep its insurable Property adequately insured
at all times by financially sound and reputable insurers (provided, that
Borrower shall not be deemed to breach this provision if, after its insurer
becomes unsound or irreputable, Borrower promptly and diligently obtains
adequate insurance from an alternative carrier); maintain such other insurance,
to such extent and against such risks, including fire and other risks insured
against by extended coverage, as is customary with companies in the same or
similar businesses operating in the same or similar locations, including public
liability insurance against claims for personal injury or death or Property
damage occurring upon, in, about or in connection with the use of any Property
owned, occupied or controlled by it; and maintain such other insurance as may be
required by law; and, with respect to the Collateral, otherwise maintain all
insurance coverage required under each applicable Security Document, such
policies to be in such form and amounts and having such coverage as may be
reasonably satisfactory to the Collateral Agent, it being agreed that the levels
of insurance in place on the Original Closing Date, absent a material change in
the Property of the Loan Parties, shall be satisfactory to the Collateral Agent
so long as appropriate steps are taken to assure that such insurance coverage is
also obtained for any future Subsidiaries.

     (b) All such insurance shall (i) provide that no cancellation thereof shall
be effective until at least 30 days after receipt by the Collateral Agent of
written notice thereof, (ii) name the Collateral Agent as mortgagee (in the case
of Property insurance) or additional insured (in the case of liability
insurance) or loss payee (in the case of casualty insurance), as applicable,
(iii) if reasonably requested by the Collateral Agent, include a breach of
warranty clause and (iv) be reasonably satisfactory in all other respects to the
Collateral Agent.

     (c) Notify the Collateral Agent immediately whenever any separate insurance
concurrent in form or contributing in the event of loss with that required to be
maintained under this Section 5.04 is taken out by any Company; and promptly
deliver to the Collateral Agent a duplicate original copy of such policy or
policies.

     (d) Obtain flood insurance in such total amount as the Collateral Agent or
the Required Lenders may from time to time reasonably require, if at any time
the area in which any improvements located on any real Property covered by a
Mortgage is designated a "flood hazard


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area" in any Flood Insurance Rate Map published by the Federal Emergency
Management Agency (or any successor agency), and otherwise comply with the
National Flood Insurance Program as set forth in the Flood Disaster Protection
Act of 1975, as amended from time to time.

     (e) Deliver to the Administrative Agent and the Collateral Agent a report
of a reputable insurance broker with respect to such insurance and such
supplemental reports with respect thereto as the Administrative Agent or the
Collateral Agent may from time to time reasonably request.

     SECTION 5.05 OBLIGATIONS AND TAXES. (a) Pay its Indebtedness and other
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all Taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its Property,
before the same shall become delinquent or in default, as well as all lawful
claims for labor, materials and supplies or otherwise that, if unpaid, might
give rise to a Lien other than a Permitted Lien upon such properties or any part
thereof; provided, that such payment and discharge shall not be required with
respect to any such Tax, assessment, charge, levy or claim so long as the
validity or amount thereof shall be contested in good faith by appropriate
proceedings and the applicable Company shall have set aside on its books
adequate reserves with respect thereto in accordance with GAAP and such contest
operates to suspend collection of the contested obligation, Tax, assessment or
charge and enforcement of a Lien other than a Permitted Lien and, in the case of
Collateral, the applicable Company shall have otherwise complied with the
Contested Collateral Lien Conditions.

     (b) Timely and correctly file all material Tax Returns required to be filed
by it.

     SECTION 5.06 EMPLOYEE BENEFITS AND PENSION PLANS. (a) With respect to each
Plan, comply in all material respects with the applicable provisions of ERISA
and the Code and (b) furnish to the Administrative Agent (x) as soon as possible
after, and in any event within 10 days after any Responsible Officer of the
Companies or their ERISA Affiliates or any ERISA Affiliate knows or has reason
to know that, any ERISA Event has occurred that, alone or together with any
other ERISA Event could reasonably be expected to result in liability of the
Companies or their ERISA Affiliates in an aggregate amount exceeding $500,000 or
the imposition of a Lien, a statement of a Financial Officer of Holdings setting
forth details as to such ERISA Event and the action, if any, that the Companies
propose to take with respect thereto, and (y) upon request by the Administrative
Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual
report (Form 5500 Series) filed by any Company or any ERISA Affiliate with the
Internal Revenue Service with respect to each Plan; (ii) the most recent
actuarial valuation report for each Plan; (iii) all notices received by any
Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any
governmental agency concerning an ERISA Event; and (iv) such other documents or
governmental reports or filings relating to any Plan (or employee benefit plan
sponsored or contributed to by any Company) as the Administrative Agent shall
reasonably request.

     (b) For each existing Canadian Pension Plan of any Canadian Loan Party,
such Canadian Loan Party shall, except as provided in Schedule 3.16, ensure that
such plan retains its registered status under and is administered in a timely
manner in all material respects in accordance with the applicable pension plan
text, funding agreement, the ITA and all other applicable laws. For


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each Canadian Pension Plan hereafter adopted by any Canadian Loan Party that is
required to be registered under the ITA or any other applicable laws, that
Canadian Loan Party shall use its best efforts to seek and receive confirmation
in writing from the applicable governmental authorities to the effect that such
plan is unconditionally registered under the ITA and such other applicable laws.
For each existing and hereafter adopted Canadian Pension Plan and Canadian
Benefit Plan of any Canadian Loan Party, such Canadian Loan Party shall in a
timely fashion perform in all material respects all obligations (including
fiduciary, funding, investment and administration obligations) required to be
performed in connection with such plan and the funding media therefor. Each
Canadian Loan Party shall deliver to Collateral Agent if requested by Collateral
Agent, (i) promptly after the filing thereof by such Canadian Loan Party with
any applicable governmental authority, copies of each annual and other return,
report or valuation with respect to each Canadian Pension Plan of such Canadian
Loan Party; (ii) promptly after receipt thereof, a copy of any direction, order,
notice, ruling or opinion that such Canadian Loan Party may receive from any
applicable Governmental Authority with respect to any Canadian Pension Plan of
such Canadian Loan Party; (iii) notification within 30 days of any increases
having a cost to such Canadian Loan Party in excess of Cdn. $250,000 per annum,
in the benefits of any existing Canadian Pension Plan or Canadian Benefit Plan,
or the establishment of any new Canadian Pension Plan or Canadian Benefit Plan,
or the commencement of contributions to any such plan to which such Canadian
Loan Party was not previously contributing and (iv) all material documents
related to matters disclosed in Schedule 3.16.

     SECTION 5.07 MAINTAINING RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS.
Keep proper books of record and account in which full, true and correct entries
in conformity with GAAP and all Requirements of Law are made of all dealings and
transactions in relation to its business and activities. Keep proper records of
intercompany accounts (including, without limitation, the Borrowing Base
Guarantor Intercompany Loan Account) with full, true and correct entries
reflecting all payments received and paid (including, without limitation, funds
received by Borrower from swept deposit accounts of the other Companies). Each
Loan Party and other Company whose Equity Interests are pledged to the
Collateral Agent will permit any representatives designated by the
Administrative Agent or the Collateral Agent to visit and inspect the financial
records and the Property of such Loan Party and other Company whose Equity
Interests are pledged to the Collateral Agent at reasonable times and as often
as reasonably requested and to make extracts from and copies of such financial
records, and permit any representatives designated by the Administrative Agent
or the Collateral Agent to discuss the affairs, finances and condition of any
Loan Party and other Company whose Equity Interests are pledged to the
Collateral Agent with the officers thereof and independent accountants therefor.

     SECTION 5.08 USE OF PROCEEDS. Use the proceeds of the Loans and request the
issuance of Letters of Credit only for the purposes set forth in Section 3.11.


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     SECTION 5.09 COMPLIANCE WITH ENVIRONMENTAL LAWS; ENVIRONMENTAL REPORTS. (a)
Comply, and use its best efforts to cause all lessees and other Persons
occupying Real Property owned, operated or leased by any Loan Party to comply,
in all material respects with all Environmental Laws and Environmental Permits
applicable to its operations and Real Property; obtain and renew all material
Environmental Permits applicable to its operations and Real Property; and
conduct any Response in accordance with Environmental Laws; provided, that no
Company shall be required to undertake any Response to the extent that its
obligation to do so is being contested in good faith and by proper proceedings
and appropriate reserves are being maintained with respect to such circumstances
in accordance with GAAP.

     (b) If a Default caused by reason of a breach of Section 3.17 or 5.09(a)
shall have occurred and be continuing for more than 20 days without the
Companies commencing activities reasonably likely to cure such Default, at the
written request of the Required Lenders through the Administrative Agent,
provide to the Lenders within 45 days after such request, at the expense of
Borrower, an environmental assessment report regarding the matters which are the
subject of such default, including where appropriate, any soil and/or
groundwater sampling, prepared by an environmental consulting firm and in the
form and substance reasonably acceptable to the Administrative Agent and
Collateral Agent and indicating the presence or absence of Hazardous Materials
and the estimated cost of any compliance or Response to address them.

     SECTION 5.10 [INTENTIONALLY OMITTED]

     SECTION 5.11 ADDITIONAL COLLATERAL; ADDITIONAL GUARANTORS. (a) Subject to
this Section 5.11, with respect to any Property acquired after the Original
Closing Date by Borrower or any other Loan Party that is intended to be subject
to the Lien created by any of the Security Documents but is not so subject (but,
in any event, excluding any Property described in paragraph (b) of this
subsection) promptly (and in any event within 30 days after the acquisition
thereof provided Collateral Agent has provided all joinder agreements to the
applicable Security Documents necessary for the Loan Parties to comply
herewith): (i) execute and deliver to the Administrative Agent and the
Collateral Agent such amendments or supplements to the relevant Security
Documents or such other documents as the Administrative Agent or the Collateral
Agent shall deem necessary or advisable to grant to the Collateral Agent, for
its benefit and for the benefit of the other Secured Parties, a Lien on such
Property subject to no Liens other than Permitted Liens, and (ii) take all
actions necessary to cause such Lien to be duly perfected to the extent required
by such Security Document in accordance with all applicable Requirements of Law,
including, without limitation, the filing of financing statements in such
jurisdictions as may be reasonably requested by the Administrative Agent and
Collateral Agent. Borrower shall otherwise take such actions and execute and/or
deliver to the Collateral Agent such reasonable documents as the Administrative
Agent or the Collateral Agent shall require to confirm the validity, perfection
and priority of the Lien of the Security Documents against such after-acquired
properties or assets.

     (b) With respect to any Person that is or becomes a Wholly Owned Subsidiary
(regardless of whether such Subsidiary is established, created or acquired)
(other than any Foreign Subsidiary that is not a direct Subsidiary of a Loan
Party) promptly (and in any event within 30 days after such Person becomes a
Subsidiary) (i) deliver to the Collateral Agent the certificates, if any,
representing the Equity Interests of such Subsidiary (provided, that with


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respect to any first-tier Foreign Subsidiary, in no event shall more than 65% of
the Equity Interests of any Foreign Subsidiary be subject to any Lien or pledged
under any Security Document if such pledge would have a material adverse tax
impact on Borrower (determined at the reasonable judgment of the Administrative
Agent after consultation with Borrower), together with undated stock powers or
other appropriate instruments of transfer executed and delivered in blank by a
duly authorized officer of such Subsidiary's parent, as the case may be, and all
intercompany notes owing from such Subsidiary to any Loan Party together with
instruments of transfer executed and delivered in blank by a duly authorized
officer of such Subsidiary, and (ii) cause such new Subsidiary (other than any
Foreign Subsidiary if such pledge would have a material adverse tax impact on
Borrower (determined at the reasonable judgment of the Administrative Agent
after consultation with Borrower) (A) to execute a Joinder Agreement or such
comparable documentation and a joinder agreement to the Security Documents in
the form annexed thereto which is in form and substance reasonably satisfactory
to the Administrative Agent, and (B) to take all actions necessary or advisable
in the opinion of the Collateral Agent to cause the Lien created by the Security
Agreements to be duly perfected to the extent required by such agreement in
accordance with all applicable Requirements of Law, including, without
limitation, the filing of financing statements in such jurisdictions as may be
reasonably requested by the Collateral Agent.

     (c) If at any time any one or more Wholly Owned Subsidiaries in the
aggregate (other than any Foreign Subsidiary that is not a "first-tier" Foreign
Subsidiary) not otherwise subject to Section 5.11(b) have assets having either a
book value or fair market value in excess of $10.0 million, then Borrower shall,
and shall cause one or more of such Subsidiaries to, comply with Section 5.11(b)
within the time frames set forth in such subsection so that no one or more such
Subsidiaries in the aggregate hold assets having either a book value or fair
market value in excess of $10.0 million.

     (d) Each Loan Party will promptly grant to the Collateral Agent, within 60
days of the acquisition thereof, a security interest in and Mortgage Lien on
each owned or leased Real Property of such Loan Party as is acquired by such
Loan Party after the Original Closing Date and that, together with any
improvements thereon, individually has a fair market value of at least $1.0
million, as additional security for the Obligations (unless the subject Property
is already mortgaged to a third party to the extent permitted by Section 6.02).
Such Mortgages shall be granted pursuant to documentation reasonably
satisfactory in form and substance to the Administrative Agent and the
Collateral Agent and shall constitute valid and enforceable perfected Liens
subject only to Liens reasonably acceptable to the Collateral Agent. The
Mortgages or instruments related thereto shall be duly recorded or filed in such
manner and in such places as are required by law to establish, perfect, preserve
and protect the Liens in favor of the Collateral Agent required to be granted
pursuant to the Mortgages and all taxes, fees and other charges payable in
connection therewith shall be paid in full. Such Loan Party shall otherwise take
such actions and execute and/or deliver to the Collateral Agent such documents
as the Administrative Agent or the Collateral Agent shall require to confirm the
validity, perfection and priority of the Lien of any existing Mortgage or new
Mortgage against such after-acquired Real Property (including, without
limitation, a Title Policy, a Survey and local counsel opinion (in form and
substance reasonably satisfactory to the Administrative Agent and the Collateral
Agent) in respect of such Mortgage).


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     SECTION 5.12 SECURITY INTERESTS; FURTHER ASSURANCES. Promptly, upon the
reasonable request of the Administrative Agent, the Collateral Agent or any
Lender, at Borrower's expense, execute, acknowledge and deliver, or cause the
execution, acknowledgment and delivery of, and thereafter register, file or
record, or cause to be registered, filed or recorded, in an appropriate
governmental office, any document or instrument supplemental to or confirmatory
of the Security Documents or otherwise deemed by the Administrative Agent or the
Collateral Agent reasonably necessary or desirable for the continued validity,
perfection and priority of the Liens on the Collateral covered thereby superior
to and prior to the rights of all third Persons other than the holders of Prior
Liens and subject to no other Liens except as permitted by the applicable
Security Document, or obtain any consents, including, without limitation,
landlord or similar lien waivers and consents, as may be necessary or
appropriate in connection therewith. Deliver or cause to be delivered to the
Administrative Agent and the Collateral Agent from time to time such other
documentation, consents, authorizations, approvals and orders in form and
substance reasonably satisfactory to the Administrative Agent and the Collateral
Agent as the Administrative Agent and the Collateral Agent shall reasonably deem
necessary to perfect or maintain the Liens on the Collateral pursuant to the
Security Documents. Upon the exercise by the Administrative Agent, the
Collateral Agent or the Lenders of any power, right, privilege or remedy
pursuant to any Loan Document which requires any consent, approval,
registration, qualification or authorization of any Governmental Authority
execute and deliver all applications, certifications, instruments and other
documents and papers that the Administrative Agent, the Collateral Agent or the
Lenders may be so required to obtain. If the Administrative Agent, the
Collateral Agent or the Required Lenders determine that they are required by law
or regulation to have appraisals prepared in respect of the Real Property of any
Loan Party constituting Collateral, Borrower shall provide to the Administrative
Agent and Collateral Agent appraisals that satisfy the applicable requirements
of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in
form and substance satisfactory to the Administrative Agent and the Collateral
Agent.

     SECTION 5.13 INFORMATION REGARDING COLLATERAL; CORPORATE IDENTITY OR
TAXPAYER IDENTIFICATIONS. (a) Furnish to the Administrative Agent and the
Collateral Agent 30 days prior written notice (in the form of an officer's
certificate), clearly describing any of the following changes (i) in any Loan
Party's corporate name or in any trade name used to identify it in the conduct
of its business or in the ownership of its properties, (ii) in the location of
any Loan Party's chief executive office, its principal place of business, any
office in which it maintains books or records relating to Collateral owned by it
or any office or facility at which Collateral owned by it is located (including
the establishment of any such new office or facility), (iii) in any Loan Party's
identity, taxpayer identification, or corporate structure, (iv) in any Loan
Party's Federal Taxpayer Identification Number or (v) in any Loan Party's
jurisdiction of organization. Borrower agrees not to effect or permit any change
referred to in the preceding sentence unless all filings have been made under
the UCC or PPSA or otherwise that are required in order for the Collateral Agent
to continue at all times following such change to have a valid, legal and
perfected security interest in all the Collateral. Borrower agrees to provide to
the Collateral Agent such other information in connection with such changes as
the Collateral Agent may reasonably request. Borrower also agrees promptly to
notify the Administrative Agent and the Collateral Agent if any material portion
of the Collateral is subject to a Casualty Event.


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     (b) Each year, at the time of delivery of annual financial statements with
respect to the preceding fiscal year pursuant to paragraph (a) of Section 5.01,
deliver to the Administrative Agent and the Collateral Agent a certificate of a
Financial Officer and the chief legal officer of Borrower (i) setting forth any
changes to the information required pursuant to the Perfection Certificate or
confirming that there has been no change in such information since the date of
the Perfection Certificate delivered on the Closing Date or the date of the most
recent certificate delivered pursuant to this Section 5.13(b) and (ii)
certifying that the Loan Parties have not taken any actions (and are not aware
of any actions so taken) to terminate any UCC or PPSA financing statements
(including fixture filings, as applicable) or other appropriate filings,
recordings or registrations to protect and perfect the security interests and
Liens under the Security Documents; it being understood and agreed that, from
time to time, upon reasonable request of a Lender, the Administrative Agent and
the Collateral Agent shall deliver to such Lender such certificates, supporting
documentation and supporting detail delivered to them under Section 5.13 and
Section 5.15.

     SECTION 5.14 POST-CLOSING COLLATERAL MATTERS. Execute and deliver the
documents and complete the tasks set forth on Schedule 5.14, in each case within
the time limits specified on such schedule.

     SECTION 5.15 BORROWING BASE-RELATED REPORTS. The Borrower shall deliver or
cause to be delivered (at the expense of the Borrower) to the Collateral Agent
and the Administrative Agent the following:

          (a) as soon as available but in no event less frequently than monthly,
     not later than 1:00 p.m., New York City time on the tenth Business Day of
     the fiscal month following the most recent fiscal month then ended, a
     Borrowing Base Certificate from the Borrower accompanied by such supporting
     detail and supporting documentation as shall be requested by the Collateral
     Agent in its reasonable judgment, provided, that if daily Excess
     Availability for ten or more days (whether consecutive or non-consecutive)
     during any fiscal quarter is less than $50.0 million and so long as
     Borrower does not maintain average daily Excess Availability in excess of
     $50.0 million for a period of three (3) consecutive fiscal months following
     the end of such fiscal quarter, Borrower shall deliver additional weekly
     roll-forward of Accounts referenced in paragraph (b)(i) below within five
     (5) Business Days after the end of each calendar week, and, if requested by
     the Collateral Agent, a Borrowing Base Certificate (prepared weekly to
     reflect results satisfactory to the Collateral Agent) within five (5)
     Business Days after the end of each calendar week, or more frequent
     Borrowing Base Certificates reflecting shorter periods as reasonably
     requested by the Collateral Agent. Each Borrowing Base Certificate shall
     reflect all information through the end of the appropriate period for
     Borrower and each Borrowing Base Guarantor;

          (b) as soon as available but in no event less frequently than monthly
     (or more frequently as reasonably requested by the Collateral Agent), not
     later than 1:00 p.m., New York City time on the tenth Business Day of the
     fiscal month following the most recent fiscal month then ended, Accounts
     and Inventory eligibility calculations and all supporting calculations
     including, but not limited to, (i) a roll-forward of Accounts from the last
     period including but not limited to the following: sales, other debits,
     cash


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     collections, write-offs, cash discounts, product returns, pricing errors,
     other dilutive credits and other non-dilutive credits, (ii) a summary trial
     balance showing Accounts (consolidated by total customer balance) aged from
     the original invoice statement date as follows: 1 to 30 days, 31 to 60
     days, 61-90 days and 91 days or more, accompanied by a comparison to the
     prior month's summary trial balance totals, (iii) a detailed trial balance
     showing Accounts (consolidated by total customer balance) specifically
     identified in Section 2.19 (xv)(a), aged in a format similar to the format
     set forth in clause (ii) above, (iv) a schedule of top ten Accounts aged in
     a format similar to the format set forth in clause (ii) above, (v) a
     schedule of Inventory (other than Inventory on consignment) by location
     showing raw materials, work in process and finished goods, (vi) a schedule
     of Inventory on consignment by location (vii) a schedule of the top ten
     trade payable balances, (viii) a reconciliation of Accounts to the general
     ledger and the financial statements, (ix) a reconciliation of Inventory to
     the general ledger and the financial statements, (x) a reconciliation of
     trade accounts payable to the general ledger and the financial statements;

          (c) on the date any Borrowing Base Certificate is delivered pursuant
     to paragraph (a) above or at such more frequent intervals as the Collateral
     Agent may request from time to time (together with a copy of all or any
     part of such delivery requested by any Lender in writing after the Closing
     Date), a copy of the ledger registering the Borrowing Base Guarantor
     Intercompany Loan Account as of the date of the Borrowing Base Certificate,
     accompanied by such supporting detail and documentation as shall be
     requested by the Collateral Agent in its reasonable credit judgment;

          (d) at the time of delivery of each of the financial statements
     delivered pursuant to Sections 5.01(a) and (b), a reconciliation of the
     Accounts trial balance and quarter-end Inventory reports of Borrower and
     Borrowing Base Guarantors to the general ledger of such Loan Party, in each
     case, accompanied by such supporting detail and documentation as shall be
     requested by the Collateral Agent in its reasonable credit judgment;

          (e) on the date any Borrowing Base Certificate is delivered pursuant
     to paragraph (a) above following the most recent fiscal quarter then ended
     or at such more frequent intervals as the Collateral Agent may request from
     time to time (together with a copy of all or any part of such delivery
     requested by any Lender in writing after the Closing Date), a general
     description of material assets (other than Eligible Equipment or Eligible
     Real Property) owned by the Loan Parties which have been disposed of;

          (f) on the date any Borrowing Base Certificate is delivered pursuant
     to paragraph (a) above following the most recent fiscal quarter then ended
     or at such more frequent intervals as the Collateral Agent may request from
     time to time (together with a copy of all or any part of such delivery
     requested by any Lender in writing after the Closing Date), a list of any
     applications for the registration of any patent, trademark or copyright
     with the United States Patent and Trademark Office, the United States
     Copyright Office, the Canadian Intellectual Property Office or any similar
     office or agency which any Loan Party has filed in the prior fiscal
     quarter;


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          (g) not later than the tenth Business Day of each fiscal month (or
     more frequently as reasonably requested by the Collateral Agent), a
     schedule of all Hedging Agreements, including notional amounts and a
     statement setting forth in reasonable detail the amount Borrower or the
     applicable Borrowing Base Guarantor, as applicable, owes counterparties to
     Specified Hedging Agreements based on a mark-to-market analysis and with
     due regard to recent market volatility as of the last Business Day of the
     previous fiscal month (or if not available, the nearest prior Business Day
     for which such evaluation is available); and

          (h) such other reports, statements and reconciliations with respect to
     the Borrowing Base or Collateral of any or all Loan Parties as the
     Collateral Agent shall from time to time request in its reasonable credit
     judgment.

The delivery of each certificate and report or any other information delivered
pursuant to this Section 5.15 shall constitute a representation and warranty by
the Borrower that the statements and information contained therein are true and
correct in all material respects on and as of such date.

     SECTION 5.16 [INTENTIONALLY OMITTED]

     SECTION 5.17 [INTENTIONALLY OMITTED].

     SECTION 5.18 MAINTENANCE OF REAL PROPERTY.

     Borrower and each applicable Loan Party shall:

     (a) Keep all Real Property and systems useful and necessary in the business
of Borrower and such Loan Party in good working order and condition, ordinary
wear and tear excepted.

     (b) Maintain all rights of way, easements, grants, privileges, licenses,
certificates, and permits necessary or advisable for the use of any Real
Property and not, without the prior written consent of the Administrative Agent,
consent to any material public or private restriction as to the use of any Real
Property.

     (c) Preserve and protect the Lien status of each respective Mortgage and,
if any Lien (other than a Permitted Lien) is asserted against a Mortgaged Real
Property, promptly and at its expense, give the Administrative Agent and the
Collateral Agent a detailed written notice of such Lien and pay the underlying
claim in full or take such other action so as to cause it to be released or
bonded over in a manner satisfactory to the Administrative Agent.

                                  ARTICLE VI.

                               NEGATIVE COVENANTS

     Each Loan Party covenants and agrees with each Lender that, so long as this
Agreement shall remain in effect and until the Commitments have been terminated
and the principal of and interest on each Loan, all Fees and all other expenses
or amounts payable under any Loan Document have been paid in full and all
Letters of Credit have been canceled or have expired or


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been fully cash collateralized and all amounts drawn thereunder have been
reimbursed in full, unless the Required Lenders shall otherwise consent in
writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:

     SECTION 6.01 INDEBTEDNESS. Incur, create, assume or permit to exist,
directly or indirectly, any Indebtedness, except:

          (a) Indebtedness incurred pursuant to this Agreement and the other
     Loan Documents;

          (b) (i) Indebtedness actually outstanding on the Original Closing Date
     and listed on Schedule 6.01(b) or (ii) refinancings or renewals thereof;
     provided, that (A) any such refinancing Indebtedness is in an aggregate
     principal amount not greater than the aggregate principal amount of the
     Indebtedness being renewed or refinanced, plus the amount of any premiums
     required to be paid thereon and fees and expenses associated therewith, (B)
     such refinancing Indebtedness has a later or equal final maturity and
     longer or equal weighted average life than the Indebtedness being renewed
     or refinanced and (C) the covenants, events of default subordination and
     other provisions thereof (including any guarantees thereof) shall be, in
     the aggregate, no less favorable to the Lenders than those contained in the
     Indebtedness being renewed or refinanced, and (iii) the Qualified Senior
     Notes (including any notes issued in exchange therefor) in accordance with
     the registration rights document entered into in connection with the
     issuance of the Qualified Senior Notes;

          (c) Indebtedness of any Company under (i) Interest Rate Protection
     Agreements listed on Schedule 6.01(c), (ii) under Specified Hedging
     Agreement constituting Interest Rate Protection Agreements entered into in
     order to fix the effective rate of interest on the Loans and such other
     non-speculative Interest Rate Protection Agreements which constitute
     Specified Hedging Agreement which may be entered into from time to time by
     such Company and which such Company in good faith believes will provide
     protection against fluctuations in interest rates with respect to floating
     rate Indebtedness of such Company then outstanding, and permitted to remain
     outstanding, pursuant to the other provisions of this Section 6.01 or (iii)
     under Specified Hedging Agreements constituting Interest Rate Protection
     Agreements entered into to exchange fixed rate of interest on not more than
     $100.0 million of aggregate principal amount of outstanding Indebtedness
     evidenced by the Qualified Senior Notes, for floating rate of interest
     thereon;

          (d) Indebtedness under Specified Hedging Agreements (other than
     Interest Rate Protection Agreements) entered into from time to time by any
     Company in accordance with Section 6.04(c);

          (e) to the extent recorded in the Companies' intercompany account
     ledgers, intercompany Indebtedness of any of the Companies outstanding to
     the extent permitted by Section 6.04(d), 6.04(m) or 6.06(d);


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          (f) Indebtedness of the Borrower, its Domestic Subsidiaries and
     General Cable Canada in respect of Purchase Money Obligations and Capital
     Lease Obligations and refinancings or renewals thereof (other than
     refinancings funded with intercompany advances), in an aggregate amount not
     to exceed the Dollar Equivalent of $10.0 million at any time outstanding;

          (g) Indebtedness incurred by Foreign Subsidiaries (including Foreign
     Credit Lines but exclusive of the GCC Spain Intercompany Debt) from time to
     time after the Original Closing Date so long as the aggregate principal
     amount of all such Indebtedness (including trade letters of credit)
     incurred pursuant to this paragraph (g) at any time outstanding does not
     exceed the Dollar Equivalent of (i) with respect to Indebtedness
     outstanding under the Foreign Credit Lines, the Dollar Equivalent of $300.0
     million and (ii) with respect to all such other Indebtedness, $100.0
     million; provided, that such Indebtedness incurred by Foreign Subsidiaries
     which is owing to Borrower or a Borrowing Base Guarantor shall be permitted
     only to the extent permitted under Section 6.04(d)(ii);

          (h) Indebtedness of any Person that becomes a Foreign Subsidiary after
     the Closing Date; provided that such Indebtedness exists at the time such
     Person becomes a Foreign Subsidiary and is not created in contemplation of
     or in connection with such Person becoming a Foreign Subsidiary;

          (i) the GCC Spain Intercompany Debt as long as (i) the aggregate
     principal amount of all GCC Spain Pre-Closing Intercompany Debt existing on
     the Closing Date does not exceed the Dollar Equivalent of $35.0 million,
     (ii) the GCC Spain Refinancing Intercompany Debt does not exceed the Dollar
     Equivalent of $27.7 million, (iii) the GCC Spain Post-Closing Intercompany
     Debt incurred by reason of intercompany advances of Borrower to General
     Cable Spain after the Original Closing Date does not exceed the Dollar
     Equivalent of $1.0 million, (iv) the GCC Spain Acquisition Intercompany
     Debt incurred by reason of intercompany advances of Borrower to General
     Cable Spain after the Closing Date does not exceed the Dollar Equivalent of
     $20.0 million and as long as Excess Availability exceeds $50.0 million
     after giving effect to any such advance and the Revolving Loans funded in
     connection therewith, and (v) in each case, such Indebtedness shall
     simultaneously be recorded on General Cable Spain's, General Cable Spain
     Holdings', Borrower's and Holdings' ledgers, as applicable, as an
     intercompany loan and shall be evidenced by a promissory note in
     substantially the form of Exhibit L, which shall be pledged (and delivered)
     by Borrower and Holdings as Collateral pursuant to the Security Agreement;
     provided, that the proceeds of any Indebtedness incurred by General Cable
     Spain in favor of Banco de Sabadell following the incurrence of the GCC
     Spain Acquisition Intercompany Debt shall be immediately applied by General
     Cable Spain to repay to Borrower the GCC Spain Acquisition Intercompany
     Indebtedness until repaid in full and shall be immediately applied by
     Borrower to repay the Obligations (without reduction in Commitments);

          (j) Indebtedness for industrial revenue bonds or other similar
     governmental or municipal bonds for the deferred purchase price of newly
     acquired Property and to finance equipment of Borrower and the Borrowing
     Base Guarantors (pursuant to


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     purchase money mortgages or otherwise and whether owed to the seller or a
     third party) used in the ordinary course of business (provided, that such
     financing is entered into within 180 days of the acquisition of such
     Property) of Borrower and the Borrowing Base Guarantors which shall not
     exceed $25 million in the aggregate at any one time outstanding without the
     Administrative Agent's prior written consent, and any refinancings of
     Indebtedness permitted under this paragraph (j);

          (k) Indebtedness in respect of workers' compensation claims,
     self-insurance obligations, performance bonds, surety appeal or similar
     bonds and completion guarantees provided by a Company in the ordinary
     course of its business;

          (l) unsecured Contingent Obligations:

               (i) of Holdings in respect of Indebtedness (other than
          Indebtedness for borrowed money) of any Foreign Subsidiary to the
          extent such Indebtedness is permitted to be incurred by such Foreign
          Subsidiary pursuant to paragraph (g) above and as long as such
          Contingent Obligations of Holdings are issued in the ordinary course
          business and do not exceed the Dollar Equivalent of $5.0 million in
          the aggregate at any time;

               (ii) of Holdings or Borrower in respect of lease obligations,
          contract obligations or other obligations (other than Indebtedness for
          borrowed money) of any other Loan Party to the extent not otherwise
          prohibited hereunder as long as such Contingent Obligations are issued
          by Holdings and Borrower in the ordinary course of their business; and

               (iii) of Holdings in respect of lease obligations, contract
          obligations or other obligations (other than Indebtedness for borrowed
          money) of any Foreign Subsidiary as long as such Contingent
          Obligations are issued by Holdings in respect of obligations incurred
          by such Foreign Subsidiary in the ordinary course of such Foreign
          Subsidiary's business or are in respect of obligations related to
          Permitted Non-Loan Funded Acquisitions;

               (iv) of Holdings in respect of Indebtedness for borrowed money of
          Joint Ventures as long as such Contingent Obligations do not exceed
          the Dollar Equivalent of $25.0 million in the aggregate at any time;
          or

               (v) of any Foreign Subsidiary in respect of Indebtedness of any
          other Foreign Subsidiaries to the extent the primary Indebtedness of
          such other Foreign Subsidiary is permitted under paragraph (g) or (h)
          above;

          (m) Indebtedness in respect of taxes, assessments or governmental
     charges to the extent that payment thereof shall not at the time be
     required to be made in accordance with Section 5.05;

          (n) Indebtedness in respect of netting services and overdraft
     protections in connection with deposit accounts, in each case in the
     ordinary course of business;


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          (o) Acquisition Debt Issuance; and

          (p) other unsecured Indebtedness (not of the type covered in
     paragraphs (a) - (o) above) of any Company incurred, created, assumed or
     permitted to exist after the Closing Date not to exceed the Dollar
     Equivalent of $10.0 million in the aggregate principal amount at any time
     outstanding.

     SECTION 6.02 LIENS. Create, incur, assume or permit to exist, directly or
indirectly, any Lien on any Property now owned or hereafter acquired by it or on
any income or revenues or rights in respect of any thereof, except (the
"PERMITTED LIENS"):

          (a) inchoate Liens for taxes, assessments or governmental charges or
     levies not yet due and payable or delinquent and Liens for taxes,
     assessments or governmental charges or levies, which (i) are being
     contested in good faith by appropriate proceedings for which adequate
     reserves have been established in accordance with GAAP, which proceedings
     (or orders entered in connection with such proceedings) have the effect of
     preventing the forfeiture or sale of the Property or assets subject to any
     such Lien, or (ii) in the case of any such charge or claim which has or may
     become a Lien against any of the Collateral, such Lien and the contest
     thereof shall satisfy the Contested Collateral Lien Conditions;

          (b) Liens in respect of Property of any Company imposed by law, which
     were incurred in the ordinary course of business and do not secure
     Indebtedness for borrowed money, such as carriers', warehousemen's,
     materialmen's, landlords', workmen's, suppliers', repairmen's and
     mechanics' Liens and other similar Liens arising in the ordinary course of
     business, and (i) which do not in the aggregate materially detract from the
     value of the Property of the Companies, taken as a whole, and do not
     materially impair the use thereof in the operation of the business of the
     Companies, taken as a whole, (ii) which do not pertain to Indebtedness that
     is due and payable or which pertain to Liens that are being contested in
     good faith by appropriate proceedings for which adequate reserves have been
     established in accordance with GAAP, which proceedings (or orders entered
     in connection with such proceedings) have the effect of preventing the
     forfeiture or sale of the Property or assets subject to any such Lien, and
     (iii) in the case of any such Lien which has or may become a Lien against
     any of the Collateral, such Lien and the contest thereof shall satisfy the
     Contested Collateral Lien Conditions;

          (c) Liens in existence on the Original Closing Date and set forth on
     Schedule 6.02(c); provided, that (i) the aggregate principal amount of the
     Indebtedness, if any, secured by such Liens does not increase; and (ii)
     such Liens do not encumber any Property other than the Property subject
     thereto on the Original Closing Date;

          (d) easements, rights-of-way, restrictions (including zoning
     restrictions), covenants, encroachments, protrusions and other similar
     charges or encumbrances, and minor title deficiencies on or with respect to
     any Real Property, in each case whether now or hereafter in existence, not
     (i) securing Indebtedness, (ii) individually or in the aggregate materially
     impairing the value or marketability of such Real Property and (iii)


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     individually or in the aggregate materially interfering with the conduct of
     the business of the Companies at such Real Property;

          (e) Liens arising out of judgments or awards not resulting in a
     Default and in respect of which such Company shall in good faith be
     prosecuting an appeal or proceedings for review in respect of which there
     shall be secured a subsisting stay of execution pending such appeal or
     proceedings; provided, that the aggregate amount of all such judgments or
     awards (and any cash and the fair market value of any Property subject to
     such Liens) does not exceed $1.0 million at any time outstanding;

          (f) Liens (other than any Lien imposed by ERISA) (i) imposed by law or
     deposits made in connection therewith in the ordinary course of business in
     connection with workers' compensation, unemployment insurance and other
     types of social security, (ii) incurred in the ordinary course of business
     to secure the performance of tenders, statutory obligations (other than
     excise taxes), surety, stay, customs and appeal bonds, statutory bonds,
     bids, leases, government contracts, trade contracts, performance and return
     of money bonds and other similar obligations (exclusive of obligations for
     the payment of borrowed money), or (iii) arising by virtue of deposits made
     in the ordinary course of business to secure liability for premiums to
     insurance carriers; provided, that (w) with respect to clauses (i), (ii)
     and (iii) hereof, such Liens are for amounts not yet due and payable or
     delinquent or, to the extent such amounts are so due and payable, such
     amounts are being contested in good faith by appropriate proceedings for
     which adequate reserves have been established in accordance with GAAP,
     which proceedings for orders entered in connection with such proceedings
     have the effect of preventing the forfeiture or sale of the Property or
     assets subject to any such Lien, (x) to the extent such Liens are not
     imposed by law, such Liens shall in no event encumber any Property other
     than cash and Cash Equivalents which have been deposited with such
     lienholder or has otherwise been subordinated to the Liens securing the
     Obligations hereunder pursuant to a Landlord Lien Waiver and Access
     Agreement, (y) in the case of any such Lien against any of the Collateral,
     such Lien and the contest thereof shall satisfy the Contested Collateral
     Lien Conditions and (z) the aggregate amount of deposits at any time
     pursuant to clause (ii) and (iii) shall not exceed $250,000 in the
     aggregate;

          (g) Leases or subleases with respect to the assets or properties of
     any Company, in each case entered into in the ordinary course of such
     Company's business so long as such Leases are subordinate in all respects
     to the Liens granted and evidenced by the Security Documents and do not,
     individually or in the aggregate, (i) interfere in any material respect
     with the ordinary conduct of the business of any Company or (ii) materially
     impair the use (for its intended purposes) or the value of the Property
     subject thereto;

          (h) Liens arising out of conditional sale, title retention,
     consignment or similar arrangements for the sale of goods entered into by
     any Company in the ordinary course of business in accordance with the past
     practices of such Company;

          (i) Liens arising pursuant to Purchase Money Obligations or Capital
     Lease Obligations incurred pursuant to Section 6.01(f), Liens securing
     Indebtedness incurred


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     pursuant to Section 6.01(j) or Liens arising pursuant to sale and leaseback
     transactions to the extent permitted under Section 6.03; provided, that (i)
     the Indebtedness secured by any such Lien (including refinancings thereof)
     does not exceed 100% of the cost of the Property being acquired or leased
     at the time of the incurrence of such Indebtedness and (ii) any such Liens
     attach only to the Property being financed pursuant to such Purchase Money
     Obligations, Capital Lease Obligations, other Indebtedness or sale and
     leaseback transactions and do not encumber any other Property of any
     Company;

          (j) bankers' Liens, rights of setoff and other similar Liens existing
     solely with respect to cash and Cash Equivalents on deposit in one or more
     accounts maintained by any Company, in each case granted in the ordinary
     course of business in favor of the bank or banks with which such accounts
     are maintained, securing amounts owing to such bank with respect to cash
     management and operating account arrangements, including those involving
     pooled accounts and netting arrangements; provided, that in no case shall
     any such Liens secure (either directly or indirectly) the repayment of any
     Indebtedness;

          (k) Liens on Property of a Person existing at the time such Person is
     acquired or merged with or into or consolidated with any Company (and not
     created in anticipation or contemplation thereof) so long as such merger or
     acquisition is permitted pursuant to Section 6.05; provided, that such
     Liens do not extend to Property not subject to such Liens at the time of
     acquisition (other than improvements thereon) and are no more favorable to
     the lienholders than the existing Lien;

          (l) Liens on Property of Foreign Subsidiaries; provided, that (i) such
     Liens do not extend to, or encumber, Property which constitutes Collateral,
     and (ii) such Liens extending to the Property of any Foreign Subsidiary
     secure only Indebtedness of Foreign Subsidiaries as of the Original Closing
     Date or Indebtedness incurred by a Foreign Subsidiary pursuant to Section
     6.01(g);

          (m) Liens granted pursuant to the Security Documents;

          (n) licenses or sublicenses of Intellectual Property granted by any
     Company in the ordinary course of business and not interfering in any
     material respect with the ordinary conduct of the business of such Company;

          (o) Liens attaching solely to cash earnest money deposits in
     connection with any letter of intent or purchase agreement in connection
     with a Permitted Acquisition;

          (p) Liens in favor of customs and revenues authorities which secure
     payment of customs duties in connection with the importation of goods to
     the extent required by law;

          (q) Liens deemed to exist in connection with set-off rights in the
     ordinary course of Borrower's and its Subsidiaries' business;

          (r) replacement, extension or renewal of any Lien permitted herein in
     the same property previously subject thereto provided the underlying
     Indebtedness is permitted to be replaced, extended and renewed under
     Section 6.01(b);


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          (s) the filing of financing statements solely as a precautionary
     measure in connection with operating leases or consignment of goods; and

          (t) other Liens (not of a type set forth in clauses (a) through (s)
     above) incurred in the ordinary course of business of any Company with
     respect to obligations (other than Indebtedness) that do not in the
     aggregate exceed $10.0 million at any time outstanding;

provided, however, that no Liens (other than Liens permitted under Section
6.02(a)(ii)) shall be permitted to exist, directly or indirectly, on any Pledged
Equity Interests or Pledged Notes (each as defined in the Security Agreements
and Foreign Pledge Agreements).

     SECTION 6.03 SALE AND LEASEBACK TRANSACTIONS. Enter into any arrangement,
directly or indirectly, with any Person whereby it shall sell or transfer any
Property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such Property or other Property
which it intends to use for substantially the same purpose or purposes as the
Property being sold or transferred unless at the time of the proposed sale and
leaseback transaction: (a) no Default then exists or would result therefrom; (b)
the aggregate Fair Market Value of all Property permitted to be sold and leased
back pursuant to this Section 6.03 shall not exceed $20.0 million; (c) Borrower
shall have delivered, at least five Business Days prior thereto, all agreements,
documents and instruments pursuant to which the proposed sale and leaseback is
to be effected, all of which shall be on terms and in form and substance
satisfactory to the Administrative Agent; and (d) Borrower shall have delivered
a certificate to the Administrative Agent and the Collateral Agent certifying
that no Default exists or would result after giving effect to the proposed sale
and leaseback, identifying the Property subject to such sale and leaseback
transaction and that all of the requirements for a Permitted Asset Sale have
been satisfied.

     SECTION 6.04 INVESTMENTS, LOANS AND ADVANCES. Directly or indirectly, lend
money or credit or make advances to any Person, or purchase or acquire any
stock, obligations or securities of, or any other interest in, or make any
capital contribution to, any other Person, or purchase or own a futures contract
or otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract (all of the
foregoing, collectively, "INVESTMENTS"), except that the following shall be
permitted:

          (a) Investments outstanding on the Original Closing Date and
     identified on Schedule 6.04(a);

          (b) the Companies may (i) acquire and hold accounts receivables owing
     to any of them if created or acquired in the ordinary course of business
     and payable or dischargeable in accordance with customary terms, (ii)
     acquire and hold cash and Cash Equivalents, (iii) endorse negotiable
     instruments for collection in the ordinary course of business, (iv) make
     lease, utility and other similar deposits in the ordinary course of
     business; or (v) make prepayments and deposits to suppliers in the ordinary
     course of business;


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          (c) any Company may enter into Interest Rate Protection Agreements to
     the extent permitted by Section 6.01(c), Holdings and Borrower may enter
     into the Specified Foreign Currency Hedging Agreement or any Company may
     enter into and perform its obligations under Specified Hedging Agreements
     entered into in the ordinary course of business and so long as any such
     Specified Hedging Agreement is not speculative in nature and is (i)(A)
     related to income derived from operations of such Company or otherwise
     related to purchases permitted hereunder from suppliers or (B) entered into
     to protect such Company against fluctuations in the prices of raw materials
     used in its businesses and (ii) permitted by Section 6.01(d);

          (d) (i) Borrower, any Borrowing Base Guarantor, or any Foreign
     Subsidiary may make intercompany loans and advances to Borrower or any
     other Borrowing Base Guarantor (other than Holdings), (ii) Borrower or any
     Borrowing Base Guarantor may make intercompany loans and advances to any
     Foreign Subsidiary (other than General Cable Spain) in an amount not to
     exceed the Dollar Equivalent of $10.0 million to all Foreign Subsidiaries
     (other than General Cable Spain) in the aggregate outstanding at any time,
     (iii) Borrower or Holdings may make intercompany loans or advances to
     General Cable Spain or General Cable Spain Holdings giving rise to the GCC
     Spain Intercompany Debt to the extent permitted in Section 6.01(i), (iv)
     Borrower may make intercompany loans and advances to Marathon Manufacturing
     Holdings, Inc., a Delaware corporation, MLTC Company, a Delaware
     corporation, and General Cable Technologies as long as such intercompany
     loans and advances to all such Persons do not exceed $1.0 million in the
     aggregate at any time and (v) any Foreign Subsidiary may make intercompany
     loans and advances to any other Foreign Subsidiary; provided, that each
     loan and advance referenced in clauses (i), (ii), (iii), (iv) and (v) above
     shall simultaneously be recorded on Borrower's, the applicable Borrowing
     Base Guarantor's, or the applicable Foreign Subsidiary's ledgers as an
     intercompany loan and shall be evidenced by a promissory note in
     substantially the form of Exhibit L, which, except in the case of
     promissory notes evidencing loans or advances made by any Foreign
     Subsidiary, shall be pledged (and delivered) by Borrower or the applicable
     Borrowing Base Guarantor that is the lender of such intercompany loan as
     Collateral pursuant to the Security Agreements and Foreign Pledge
     Agreements and which shall be subordinated to the Obligations pursuant to
     such promissory notes;

          (e) Any Company may make loans and advances (including payroll, travel
     and entertainment related advances) in the ordinary course of business to
     its respective employees or senior management (other than any loans or
     advances to any director or executive officer (or equivalent thereof) that
     would be in violation of Section 402 of the Sarbanes-Oxley Act) so long as
     the aggregate principal amount thereof made by all Companies at any time
     outstanding (determined without regard to any write-downs or write-offs of
     such loans and advances) shall not exceed the Dollar Equivalent of $ 2.0
     million;

          (f) Borrower, Holdings, Intermediate Holdings, any Canadian Subsidiary
     or any Foreign Subsidiary may establish Subsidiaries to the extent
     permitted by Section 6.12 (provided that (i) any Subsidiary formed by a
     Canadian Subsidiary will also be a Canadian Subsidiary, (ii) any Subsidiary
     formed by a Foreign Subsidiary will also be a


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     Foreign Subsidiary) and (iii) any Subsidiary formed by a Domestic
     Subsidiary (other than Intermediate Holdings or Borrower) will also be a
     Domestic Subsidiary;

          (g) Investments (other than intercompany loans and advances) (i) by
     Borrower in any Borrowing Base Guarantor (but with respect to Holdings,
     only to the extent such Investments in Holdings are permitted under 6.07,
     or with respect to Intermediate Holdings, only to the extent such
     Investments in Intermediate Holdings are permitted under Section 6.06(d) or
     6.07), (ii) by any Company (other than Borrower or any Borrowing Base
     Guarantor) in Borrower or any Borrowing Base Guarantor and (iii) by any
     Foreign Subsidiary in any other Company;

          (h) Investments in securities of trade creditors or customers in the
     ordinary course of business and consistent with such Company's past
     practices that are received in settlement of bona fide disputes or pursuant
     to any plan of reorganization or liquidation or similar arrangement upon
     the bankruptcy or insolvency of such trade creditors or customers;

          (i) Investments made by Borrower or any Subsidiary as a result of
     consideration received in connection with an Asset Sale made in compliance
     with Section 6.05;

          (j) earnest money required and any Equity Issuance made by Holdings in
     connection with and to the extent permitted by Permitted Acquisitions;

          (k) Loan Parties may hold Investments to the extent such Investments
     reflect an increase in the value of Investments otherwise permitted under
     this Section 6.04 hereof;

          (l) Investments in (i) deposit accounts opened in the ordinary course
     of business provided, that such deposit accounts are subject to Deposit
     Account Control Agreements and (ii) securities accounts opened in the
     ordinary course of business provided, that such securities accounts are
     subject to Securities Account Control Agreements;

          (m) Borrower may make intercompany loans and advances to Holdings
     solely for the purpose of:

               (i) Holdings' repurchasing, so long as all proceeds thereof are
          in fact promptly used by Holdings to repurchase, outstanding shares of
          its common stock following the death, disability, retirement or
          termination of employment of employees, officers or directors of any
          Company as long as (A) such loans and advances in the aggregate shall
          not exceed $500,000 in any fiscal year of Holdings less any Restricted
          Payments made pursuant to Section 6.06(d)(i) in such fiscal year and
          (B) no Event of Default has occurred and is continuing and no Default
          would result after giving effect to any such Restricted Payment;

               (ii) Holdings' paying, so long as all proceeds thereof are in
          fact promptly used by Holdings to pay, its income tax and income taxes
          pursuant to


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          the Tax Sharing Agreement, in accordance with Section 6.07(e), in each
          case when and as due;

               (iii) Holdings' paying, so long as all proceeds thereof are in
          fact promptly used by Holdings to pay scheduled semi-annual interest
          on the Qualified Senior Notes;

               (iv) Holdings' making, so long as all proceeds thereof are in
          fact promptly used by Holdings to make, Restricted Payments with
          respect to Convertible Preferred Stock elected to be made by Holdings
          in cash for the current quarter dividend period (commencing with the
          first such quarterly dividend period ending February 24, 2004); and

               (v) Holdings' paying, so long as all such proceeds are in fact
          promptly used by Holdings to pay, the Induced Conversion Payments as
          long as (A) such loans and advances do not exceed $23.0 million in the
          aggregate less any Restricted Payments made pursuant to Section
          6.06(d)(vi) and (B) no Event of Default has occurred and is continuing
          or would result after giving effect to any such loan or advance;

          provided, that each loan and advance referenced in clauses (i), (ii),
          (iii), (iv) and (v) above shall simultaneously be recorded on
          Borrower's ledger as an intercompany loan and shall be evidenced by a
          promissory note in substantially the form of Exhibit L, which shall be
          pledged (and delivered) by Borrower as Collateral pursuant to the
          Security Agreements and which shall be subordinated to the Obligations
          pursuant to such promissory notes;

          (n) additional Investments after the Original Closing Date in any
     Joint Venture as long as the aggregate outstanding amount of additional
     Investments in all Joint Ventures does not exceed with respect to all Joint
     Ventures the Dollar Equivalent of $100.0 million in the aggregate; provided
     that if, before or after giving effect to any such additional Investment,
     the aggregate outstanding amount of such additional Investments would
     exceed the Dollar Equivalent of $50.0 million in the aggregate, then no
     such additional Investment shall be made unless average daily Excess
     Availability for the 90-day period preceding the funding of such additional
     Investment would have exceeded $75.0 million (after giving effect to any
     Revolving Loans funded in connection therewith as if made on the first day
     of such period) and is reasonably expected to exceed $75.0 million for at
     least 90 days following the funding of such additional Investment; and

          (o) (i) Loan Parties may capitalize or forgive any Indebtedness owed
     to it by other Loan Parties (except that Borrower shall not forgive
     intercompany loans made to any other Loan Party) and (ii) Holdings may
     capitalize the GCC Spain Refinancing Intercompany Debt in an amount not to
     exceed 10.0 million Euros as long as no Event of Default has occurred and
     is continuing

     SECTION 6.05 MERGERS, CONSOLIDATIONS, SALES OF ASSETS AND ACQUISITIONS.
Wind up, liquidate or dissolve its affairs or enter into any transaction of
merger or consolidation, enter


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into any Asset Sale, or otherwise convey, sell, lease or otherwise dispose of
(or agree to do any of the foregoing at any future time) all or any part of its
Property or assets, or purchase or otherwise acquire (in one or a series of
related transactions) all or any part of the Property, Equity Interests, or
assets of any Person (or agree to do any of the foregoing at any future time),
except that:

          (a) Capital Expenditures by Borrower and the Subsidiaries shall be
     permitted to the extent permitted by Section 6.08(b);

          (b) (i) purchases or other acquisitions of inventory, materials,
     equipment and intangible assets in the ordinary course of business shall be
     permitted, (ii) subject to Section 2.10(c), Asset Sales of used, worn out,
     obsolete or surplus Property by any Company in the ordinary course of
     business and the abandonment or other Asset Sale of Intellectual Property
     that is, in the reasonable judgment of Borrower, no longer economically
     practicable to maintain or useful in the conduct of the business of the
     Companies taken as a whole shall be permitted, (iii) sale of Equipment or
     Real Property, as applicable, or any portion thereof, due to the
     termination of operations at (A) 37 Cushman St., Taunton MA 02780, (B) 440
     East 8th Street, Marion, IN 46953 and (C) 75 Canal St., South Hadley, MA
     01075, in each case, shall be permitted on terms and pursuant to
     documentation reasonably acceptable to the Administrative Agent, (iv)
     Permitted Asset Sales by all Loan Parties aggregating no more than $10.0
     million less any prepayments made pursuant to the definition of Permitted
     Fixed Asset Exchange shall be permitted, (v) Asset Sales shall be permitted
     by any Foreign Subsidiary as long as, individually and in the aggregate,
     such Assets Sales do not comprise all or substantially all of the Property
     of any Foreign Subsidiary that is a direct Subsidiary of a Loan Party and
     (vi) Permitted Fixed Asset Exchanges shall be permitted;

          (c) Investments in connection with any such transaction may be made to
     the extent permitted by Section 6.04;

          (d) Holdings and its Subsidiaries may sell Cash Equivalents and use
     cash for purposes that are not otherwise prohibited by the terms of this
     Agreement in the ordinary course of business;

          (e) Borrower and the Subsidiaries may lease (as lessee or lessor) real
     or personal Property and may guaranty such lease, in each case, in the
     ordinary course of business and in accordance with the applicable Security
     Documents;

          (f) the Transactions shall be permitted as contemplated by the
     Transaction Documents;

          (g) Borrower, any Borrowing Base Guarantor (other than Holdings) or,
     in the case of any Permitted Non-Loan Funded Acquisition, any Foreign
     Subsidiary may consummate Permitted Acquisitions, and Holdings may
     consummate Permitted Non-Loan Funded Acquisitions;

          (h) any Loan Party (other than Holdings, Intermediate Holdings or
     Borrower) may transfer Property or lease to or acquire or lease Property
     from any Loan Party or any


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     Loan Party (other than Holdings, Borrower and Intermediary Holdings) may be
     merged into another Domestic or Canadian Loan Party as long as Borrower,
     Holdings or Intermediary Holdings is the surviving corporation of such
     merger; provided, that the Lien on and security interest in such Property
     granted or to be granted in favor of the Collateral Agent under the
     Security Documents shall be maintained or created in accordance with the
     provisions of Section 5.11 or 5.12, as applicable;

          (i) any Foreign Subsidiary may transfer Property or lease to or
     acquire or lease Property from any Foreign Subsidiary or any Foreign
     Subsidiary may be merged into another Foreign Subsidiary so long as, in the
     case of any merger involving a Foreign Subsidiary that is a direct
     Subsidiary of a Loan Party, the surviving corporation of such merger is a
     direct Subsidiary of a Loan Party; provided, that the Lien on and security
     interest in the Equity Interests of any such first-tier Foreign Subsidiary
     shall be maintained or created in accordance with the provisions of Section
     5.11;

          (j) any Subsidiary (other than Borrower or any Borrowing Base
     Guarantor) may dissolve, liquidate or wind up its affairs at any time;
     provided, that such dissolution, liquidation or winding up, as applicable,
     could not reasonably be expected to have a Material Adverse Effect;

          (k) discounts or forgiveness of account receivables in the ordinary
     course of business or in connection with collection or compromise thereof
     shall be permitted provided the account debtor is not an Affiliate;

          (l) Permitted Liens (to the extent constituting a conveyance of
     Property) shall be permitted; and

          (m) General Cable Spain may consummate the GCC Spain Acquisition on or
     prior to December 31, 2005.

To the extent the Supermajority Lenders waive the provisions of this Section
6.05 with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 6.05, such Collateral (unless sold to a Company) shall
be sold free and clear of the Liens created by the Security Documents, and the
Administrative Agent and the Collateral Agent shall take all actions deemed
appropriate in order to effect the foregoing.

     SECTION 6.06 RESTRICTED PAYMENTS. Make any Restricted Payment, except that:

          (a) any Subsidiary that is a Loan Party (other than Borrower and
     Intermediate Holdings) (i) may make Restricted Payments to Borrower or any
     Domestic Subsidiary or Canadian Subsidiary which is a Wholly Owned
     Subsidiary and (ii) if such Domestic Subsidiary or Canadian Subsidiary is
     not a Wholly Owned Subsidiary, may make Restricted Payments to its
     shareholders generally so long as Borrower or its Subsidiary which owns the
     Equity Interest or interests in the Subsidiary making such Restricted
     Payments receives at least its proportionate share thereof (based upon its
     relative holdings of Equity Interests in the Subsidiary making such
     Restricted Payments and taking into account the relative preferences, if
     any, of the various classes of Equity Interests in such Subsidiary);


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          (b) any Subsidiary that is not a Loan Party (i) may make Restricted
     Payments to a Wholly Owned Subsidiary that is not a Loan Party and (ii) if
     such Subsidiary is not a Wholly Owned Subsidiary, may make Restricted
     Payments to its shareholders generally so long as Subsidiary which owns the
     Equity Interest or interests in the Subsidiary making such Restricted
     Payments receives at least its proportionate share thereof (based upon its
     relative holdings of Equity Interests in the Subsidiary making such
     Restricted Payments and taking into account the relative preferences, if
     any, of the various classes of Equity Interests in such Subsidiary);

          (c) any Subsidiary that is not a Loan Party may make Restricted
     Payments to a Loan Party as long as (i) such Loan Party is the most direct
     holder of Equity Interest in such Subsidiary and (ii) proceeds thereof,
     through one or more Restricted Payments of the Persons that are the most
     direct holders of Equity Interest in the Person making the Restricted
     Payments, are received by Borrower or Holdings;

          (d) Borrower may make cash Restricted Payments to Intermediate
     Holdings, provided, that Intermediate Holdings contemporaneously uses the
     proceeds of such Restricted Payments to make Restricted Payments in the
     same amount to Holdings solely for the purpose of:

               (i) Holdings' repurchasing, so long as all proceeds thereof are
          in fact promptly used by Holdings to repurchase, outstanding shares of
          its common stock following the death, disability, retirement or
          termination of employment of employees, officers or directors of any
          Company as long as (A) such Restricted Payments in the aggregate shall
          not exceed, together with the intercompany loans and advances under
          Section 6.04(m)(i), $500,000 in any fiscal year of Holdings and (B) no
          Event of Default has occurred and is continuing and no Default would
          result after giving effect to any such Restricted Payment;

               (iii) Holdings' paying, so long as all proceeds thereof are in
          fact promptly used by Holdings to pay, its income tax and income taxes
          pursuant to the Tax Sharing Agreement, in accordance with Section
          6.07(e), in each case when and as due;

               (iv) Holdings' paying, so long as all proceeds thereof are in
          fact promptly used by Holdings to pay scheduled semi-annual interest
          on the Qualified Senior Notes;

               (v) Holdings' making, so long as all proceeds thereof are in fact
          promptly used by Holdings to make, Restricted Payments with respect to
          Convertible Preferred Stock elected to be made by Holdings in cash for
          the current quarter dividend period (commencing with the first such
          quarterly dividend period ending February 24, 2004);

               (vi) Holdings' paying, so long as all proceeds thereof are in
          fact promptly used by Holdings to pay, the Induced Conversion Payments
          as long as (A) such Restricted Payments in the aggregate shall not
          exceed, together with the


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          intercompany loans and advances under Section 6.04(m)(v), $23.0
          million in the aggregate and (B) no Event of Default has occurred and
          is continuing or would result after giving effect to any such
          Restricted Payment;

          (e) to the extent any payment under any Intercompany Agreement
     constitutes a Restricted Payment, Borrower, Holdings or other Guarantor, as
     applicable, party to such Intercompany Agreement may make such Restricted
     Payment;

          (f) Borrower may make cash Restricted Payments to Intermediate
     Holdings other than those described in clause (d) above, provided, that
     Intermediate Holdings uses the proceeds of such Restricted Payments to make
     Restricted Payments in the same amount to Holdings as long as (A) the
     aggregate amount of such Restricted Payments received by Holdings does not
     exceed $10.0 million in any fiscal year of Holdings and (B) Borrower
     delivers written notice thereof to Administrative Agent and Collateral
     Agent prior to making each such Restricted Payment.

     SECTION 6.07 TRANSACTIONS WITH AFFILIATES. Enter into, directly or
indirectly, any transaction or series of related transactions, whether or not in
the ordinary course of business, with any Affiliate of any Company (other than
between or among Borrower and its Wholly Owned Subsidiaries), other than in the
ordinary course of business and on terms and conditions substantially as
favorable to such Company as would reasonably be obtained by such Company at
that time in a comparable arm's-length transaction with a Person other than an
Affiliate, except that:

          (a) Restricted Payments may be made to the extent provided in Section
     6.06;

          (b) loans may be made and other transactions may be entered into
     between and among any Company and its Affiliates to the extent permitted by
     Sections 6.01 and 6.04;

          (c) customary fees may be paid to non-officer directors of Holdings
     and customary indemnities may be provided to all directors of Holdings;

          (d) Borrower may pay management fees to Holdings from time to time in
     an amount not in excess of Holdings' compensation expenses for its
     employees;

          (e) Borrower or any Subsidiary may make payments to Holdings pursuant
     to a Tax Sharing Agreement in an amount not in excess of the federal and
     state (in such states that permit consolidated or combined tax returns)
     income tax liability that Borrower and the Subsidiaries would have been
     liable for if any of the Companies had filed their taxes on a stand-alone
     basis; provided, that such payments shall be made by Holdings no earlier
     than five days prior to the date on which Holdings is required to make its
     payments to the Internal Revenue Service, as applicable;

          (f) Borrower, Holdings and other Guarantors party to the Intercompany
     Agreement may make payments under the Intercompany Agreements; and

          (g) the Transactions may be effected.


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     SECTION 6.08 FINANCIAL COVENANTS.

     (a) Minimum Fixed Charge Coverage Ratio. If daily Excess Availability for
five or more days (whether consecutive or non-consecutive) during any fiscal
quarter is less than $50.0 million (such occurrence, a "triggering event"),
thereafter (and until such time as average daily Excess Availability is in
excess of $50.0 million for a period of three (3) consecutive fiscal months
following such fiscal quarter), permit the Consolidated Fixed Charge Coverage
Ratio, determined as of the end of each of the Borrower's fiscal quarters
(commencing with the end of the fiscal quarter within which such triggering
event occurred) for the Test Period then ended, to be less than 1:00 to 1.0.

     (b) [INTENTIONALLY OMITTED.]

     (c) [INTENTIONALLY OMITTED.]

     SECTION 6.09 LIMITATION ON MODIFICATIONS OF INDEBTEDNESS; MODIFICATIONS OF
CERTIFICATE OF INCORPORATION, OR OTHER CONSTITUTIVE DOCUMENTS, BY-LAWS AND
CERTAIN OTHER AGREEMENTS, ETC. (i) Amend or modify, or permit the amendment or
modification of, any provision of existing Indebtedness or of any agreement
(including any purchase agreement, indenture, loan agreement or security
agreement) relating thereto other than any amendments or modifications to
Indebtedness which do not in any way materially adversely affect the interests
of the Lenders and are otherwise permitted under Section 6.01(b); (ii) except as
required by Sections 4.08 and 4.11(e) of the Qualified Senior Note Indenture,
make (or give any notice in respect thereof) any voluntary or optional payment
or prepayment on or redemption or acquisition for value of, or any prepayment or
redemption as a result of any asset sale, change of control or similar event of,
any indebtedness outstanding under the Qualified Senior Notes; (iii) amend or
modify, or permit the amendment or modification of, any provision of any
Qualified Senior Notes or any agreement (including any Qualified Senior Note
Document) relating thereto other than amendments or modifications which do not
in any way materially adversely affect the interests of the Lenders and which
are effected to make technical corrections to the respective documentation; (iv)
amend or modify, or permit the amendment or modification of, any other
Transaction Document, in each case except for amendments or modifications which
are not in any way adverse in any material respect to the interests of the
Lenders; or (v) amend, modify or change its articles of incorporation or other
constitutive documents (including by the filing or modification of any
certificate of designation) or by-laws, or any agreement entered into by it,
with respect to its capital stock (including any shareholders' agreement), or
enter into any new agreement with respect to its capital stock, other than any
amendments, modifications, agreements or changes pursuant to this clause (v) or
any such new agreements pursuant to this clause (v) which do not in any way
materially adversely affect in any material respect the interests of the
Lenders; and provided, that Holdings may issue such capital stock as is not
prohibited by Section 6.11 or any other provision of this Agreement and may
amend articles of incorporation or other constitutive documents to authorize any
such capital stock.

     SECTION 6.10 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES. Directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any Subsidiary (other than a
Foreign Subsidiary) to (a) pay dividends or make any other distributions on its
capital stock or any other interest or participation in its


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profits owned by Borrower or any other Subsidiary, or pay any Indebtedness owed
to Borrower or any other Subsidiary (except such restrictions as are approved in
writing and in advance by the Administrative Agent), (b) make loans or advances
to Borrower or any of Borrower's other Subsidiaries or (c) transfer any of its
properties to Borrower or any of Borrower's other Subsidiaries, except for such
encumbrances or restrictions existing under or by reason of (i) applicable law;
(ii) this Agreement and the other Loan Documents; (iii) the Qualified Senior
Note Documents; (iv) customary provisions restricting subletting or assignment
of any lease governing a leasehold interest of Borrower or any other Subsidiary;
(v) customary provisions restricting assignment of any agreement entered into by
Borrower or any other Subsidiary in the ordinary course of business; (vi) any
holder of a Lien permitted by Section 6.02 may restrict the transfer of the
asset or assets subject thereto; (vii) restrictions which are not more
restrictive than those contained in this Agreement contained in any documents
governing any Indebtedness incurred after the Original Closing Date in
accordance with the provisions of this Agreement, the Prior Credit Agreement or
the Original Credit Agreement; (viii) customary restrictions and conditions
contained in any agreement relating to the sale of any Property permitted under
Section 6.05 pending the consummation of such sale; (ix) any agreement in effect
at the time such Subsidiary is a Subsidiary, so long as such agreement was not
entered into in contemplation of such Person becoming a Subsidiary; or (x) in
the case of any joint venture which is not a Loan Party in respect of any
matters referred to in clauses (b) and (c) above, restrictions in such Person's
organizational or governing documents or pursuant to any joint venture agreement
or stockholders agreements solely to the extent of the Equity Interests of or
assets held in the subject joint venture or other entity.

     SECTION 6.11 LIMITATION ON ISSUANCE OF CAPITAL STOCK. (a) With respect to
Holdings, issue after the Original Closing Date any Equity Interest that is not
Qualified Capital Stock.

     (b) Neither Intermediate Holdings nor Borrower will, and will not permit
any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way
of sales of treasury stock) or any options or warrants to purchase, or
securities convertible into, Equity Interest of any Subsidiary, except (i) for
stock splits, stock dividends and additional Equity Interests issuances which do
not decrease the percentage ownership of Borrower or any Subsidiaries in any
class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of Borrower
formed after the Closing Date pursuant to Section 6.12 may issue Equity
Interests to Borrower or the Subsidiary which is to own such stock; and (iii)
Borrower may issue common stock that is Qualified Capital Stock to Holdings. All
Equity Interests issued in accordance with this Section 6.11(b) shall, to the
extent required by Section 5.12 or the Security Agreements and Foreign Pledge
Agreements, be delivered to the Collateral Agent for pledge pursuant to the
Security Agreements and Foreign Pledge Agreements.

     SECTION 6.12 LIMITATION ON CREATION OF SUBSIDIARIES. Establish or create
any additional Subsidiaries without the prior written consent of the Required
Lenders; provided, that Holdings or any of its direct or indirect Wholly-Owned
Subsidiaries (including any of its direct or indirect Wholly-Owned Foreign
Subsidiaries) may establish or create one or more direct Wholly Owned
Subsidiaries of such Person without such consent, in each case subject to
compliance with the applicable provisions of Section 5.11 and Section 5.12;
provided, further that (i) any Subsidiary formed by a Canadian Subsidiary will
also be a Canadian Subsidiary, (ii)


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any Subsidiary formed by a Foreign Subsidiary will also be a Foreign Subsidiary)
and (iii) any Subsidiary formed by a Domestic Subsidiary (other than
Intermediate Holdings or Borrower) will also be a Domestic Subsidiary.

     SECTION 6.13 BUSINESS. (a) With respect to Holdings, engage in any business
activities or have any assets or liabilities, other than (i) its ownership of
the Equity Interests of Borrower and other direct and indirect Subsidiaries of
Holdings and its performance of administrative and managerial services on behalf
of such Companies, (ii) obligations under the Transactions Documents and
Indebtedness permitted to be outstanding with respect to and/or incurred by
Holdings under Section 6.01, and (iii) activities and assets incidental to the
foregoing clauses (i) and (ii).

     (b) With respect to Borrower and the Subsidiaries of Holdings, engage
(directly or indirectly) in any business other than those businesses in which
Borrower and its Subsidiaries are engaged on the Original Closing Date (or which
are substantially related thereto or are reasonable extensions thereof).

     SECTION 6.14 LIMITATION ON ACCOUNTING CHANGES. Make or permit, any change
in accounting policies or reporting practices, without the consent of the
Required Lenders, which consent shall not be unreasonably withheld, except
changes that, in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect or are required by GAAP.

     SECTION 6.15 FISCAL YEAR. Change its fiscal year end to a date other than
December 31.

     SECTION 6.16 NO NEGATIVE PLEDGES. Directly or indirectly enter into or
assume any agreement (other than this Agreement and the Qualified Senior Note
Documents) prohibiting the creation or assumption of any Lien upon the
properties or assets of any Company (other than a Foreign Subsidiary), whether
now owned or hereafter acquired, except for Property subject to purchase money
security interests, operating leases and capital leases.

     SECTION 6.17 LEASE OBLIGATIONS. Create, incur, assume or suffer to exist
any obligations as lessee for the rental or hire of real or personal Property of
any kind under leases or agreements to lease having an original term of one year
or more that would cause the direct and contingent liabilities of the Borrower
and its Subsidiaries, on a consolidated basis, in respect of all such
obligations to exceed $15.0 million payable in any period of 12 consecutive
months.

     SECTION 6.18 UPSTREAM RESTRICTIONS.

     Directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any Subsidiary
(other than a Foreign Subsidiary) to (a) pay any dividend or make any other
distributions on its capital stock or any other Equity Interest (except such
restrictions as are approved in writing and in advance by the Administrative
Agent) or (b) make or repay any loans or advances to any parent of any
Subsidiary, or (c) transfer assets from any Subsidiary to its parent other than
restrictions on transfers of Equipment or Real Property that do not represent
more than 5% of the consolidated assets of the Holdings and its Subsidiaries.


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     SECTION 6.19 HOLDINGS COMPANIES; INACTIVE SUBSIDIARIES. (a) Except for the
ownership interest in Real Property set forth in Schedule 6.18 (and Indebtedness
evidenced by Qualified Senior Notes), (i) permit any Holding Company to engage
in any trade or business other than providing administrative and managerial
services on behalf of the Companies, (ii) own any assets (other than Equity
Interests and Indebtedness, including intercompany Indebtedness, which were
pledged to the Collateral Agent on the Original Closing Date) or (iii) incur any
liability (other than Indebtedness permitted to be outstanding with respect to
and/or incurred by such Holding Company under Section 6.01 in an aggregate
amount that exceeds $25,000.

     (b) Cause or permit any Domestic or Canadian Inactive Subsidiary to (i) own
any assets with an aggregate book value in excess of $25,000 (or, in the case of
General Cable Canada, Limited, an Ontario corporation, an aggregate book value
in excess of $25,000 plus the aggregate book value of its assets as of the
Original Closing Date) other than Indebtedness, including intercompany
Indebtedness, and Equity Interests pledged to the Collateral Agent on the
Original Closing Date, (ii) incur any liability (other than Indebtedness
permitted to be outstanding with respect to and/or incurred by such Subsidiary
under Section 6.01) in an aggregate amount that exceeds $25,000 or (iii) engage
in any trade or business.

     SECTION 6.20 MATERIAL AGREEMENTS. No Company shall, without the prior
written consent of the Administrative Agent, in their reasonable collective
credit judgments, change or amend the terms of any Intercompany Agreement; and
there shall not have occurred the termination of, or the receipt by any Loan
Party of notice of the termination of, or the occurrence of any event or
condition which would, with the passage of time or the giving of notice or both,
constitute an event of default under or permit the termination of, any one or
more of the Intercompany Agreements, which occurrence, unless otherwise
determined by the Administrative Agent in its reasonable judgment, shall
constitute an Event of Default hereunder.

                                  ARTICLE VII.

                                    GUARANTEE

     SECTION 7.01 THE GUARANTEE. The Guarantors (other than General Cable
Canada, which has on the Original Closing Date executed and delivered the
Canadian Guaranty) hereby jointly and severally affirm, acknowledge and ratify
the Guarantees under the Original Credit Agreement and the Prior Credit
Agreement and guarantee as a primary obligor and not as a surety to each Secured
Party and their respective successors and assigns the prompt payment in full
when due (whether at stated maturity, by acceleration or otherwise) of the
principal of and interest (including any interest, fees, costs or charges that
would accrue but for the provisions of the Title 11 of the United States Code
after any bankruptcy or insolvency petition under Title 11 of the United States
Code) on the Loans made by the Lenders to, and the Notes held by each Lender of,
Borrower, and all other Obligations from time to time owing to the Secured
Parties by any Loan Party under any Loan Document (including, without
limitation, any Specified Hedging Agreement), in each case strictly in
accordance with the terms thereof (such obligations being herein collectively
called the "GUARANTEED OBLIGATIONS"). The Guarantors hereby jointly and
severally agree that if Borrower or other Guarantor(s) shall fail to pay in full
when due (whether at stated maturity, by acceleration or otherwise) any of the
Guaranteed Obligations, the


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Guarantors will promptly pay the same, without any demand or notice whatsoever,
and that in the case of any extension of time of payment or renewal of any of
the Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, by acceleration or otherwise) in accordance with
the terms of such extension or renewal.

     SECTION 7.02 OBLIGATIONS UNCONDITIONAL. The obligations of the Guarantors
under Section 7.01 and under Section 7.01 of the Original Credit Agreement and
the Prior Credit Agreement shall constitute a guaranty of payment and are
absolute, irrevocable and unconditional, joint and several, irrespective of the
value, genuineness, validity, regularity or enforceability of the Guaranteed
Obligations of Borrower under this Agreement, the Notes, if any, or any other
agreement or instrument referred to herein or therein, or any substitution,
release or exchange of any other guarantee of or security for any of the
Guaranteed Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or Guarantor
(except for payment in full). Without limiting the generality of the foregoing,
it is agreed that the occurrence of any one or more of the following shall not
alter or impair the liability of the Guarantors hereunder which shall remain
absolute, irrevocable and unconditional under any and all circumstances as
described above:

          (a) the genuineness, validity, regularity, enforceability or any
     future amendment of, or change in, this Agreement, any other Loan Document
     or any other agreement, document or instrument to which Borrower is or may
     become a party;

          (b) the absence of any action to enforce this Agreement or any other
     Loan Document or the waiver or consent by Administrative Agent and Lenders
     with respect to any of the provisions thereof;

          (c) the existence, value or condition of, or failure to perfect its
     Lien against, any security for the Obligations or any action, or the
     absence of any action, by Administrative Agent and Lenders in respect
     thereof (including the release of any such security);

          (d) the insolvency of Borrower or any other Guarantor;

          (e) at any time or from time to time, without notice to the
     Guarantors, the time for any performance of or compliance with any of the
     Guaranteed Obligations shall be extended, or such performance or compliance
     shall be waived;

          (f) any of the acts mentioned in any of the provisions of this
     Agreement or the Notes, if any, or any other agreement or instrument
     referred to herein or therein shall be done or omitted;

          (g) the maturity of any of the Guaranteed Obligations shall be
     accelerated, or any of the Guaranteed Obligations shall be amended in any
     respect, or any right under the Loan Documents or any other agreement or
     instrument referred to herein or therein shall be amended or waived in any
     respect or any other guarantee of any of the Guaranteed Obligations or any
     security therefor shall be released or exchanged in whole or in part or
     otherwise dealt with;


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          (h) any lien or security interest granted to, or in favor of, Issuing
     Bank or any Lender or Agent as security for any of the Guaranteed
     Obligations shall fail to be perfected;

          (i) the release of Borrower or any other Guarantor; or

          (j) any other action or circumstances that might otherwise constitute
     a legal or equitable discharge or defense of a surety or guarantor (other
     than indefeasible payment in full in cash of all Obligations and the
     termination of all Commitments).

     The Guarantors hereby expressly waive diligence, presentment, demand of
payment, protest and all notices whatsoever, and any requirement that any Loan
Party thereof exhaust any right, power or remedy or proceed against Borrower
under this Agreement or the Notes, if any, or any other agreement or instrument
referred to herein or therein, or against any other Person under any other
guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors
waive any and all notice of the creation, renewal, extension, waiver,
termination or accrual of any of the Guaranteed Obligations and notice of or
proof of reliance by any Secured Party upon this Guarantee or acceptance of this
Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred in reliance upon this
Guarantee, and all dealings between Borrower and the Secured Parties shall
likewise be conclusively presumed to have been had or consummated in reliance
upon this Guarantee. This Guarantee shall be construed as a continuing,
absolute, irrevocable and unconditional guarantee of payment without regard to
any right of offset with respect to the Guaranteed Obligations at any time or
from time to time held by Secured Parties, and the obligations and liabilities
of the Guarantors hereunder shall not be conditioned or contingent upon the
pursuit by the Secured Parties or any other Person at any time of any right or
remedy against Borrower or against any other Person which may be or become
liable in respect of all or any part of the Guaranteed Obligations or against
any collateral security or guarantee therefor or right of offset with respect
thereto. This Guarantee shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon the Guarantors and the
successors and assigns thereof, and shall inure to the benefit of the Lenders,
and their respective successors and assigns, notwithstanding that from time to
time during the term of this Agreement there may be no Guaranteed Obligations
outstanding.

     SECTION 7.03 REINSTATEMENT. The obligations of the Guarantors under this
Article VII shall be automatically reinstated if and to the extent that for any
reason any payment by or on behalf of Borrower or other Loan Party in respect of
the Guaranteed Obligations is rescinded or must be otherwise restored by any
holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise. The Guarantors jointly
and severally agree that they will indemnify each Secured Party on demand for
all reasonable costs and expenses (including reasonable fees of counsel)
incurred by such Secured Party in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law,
other than any costs or expenses resulting from the bad faith or willful
misconduct of such Secured Party.


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     SECTION 7.04 SUBROGATION; SUBORDINATION. Each Guarantor hereby agrees that
until the indefeasible payment and satisfaction in full in cash of all
Guaranteed Obligations and the expiration and termination of the Commitments of
the Lenders under this Agreement it shall not exercise any right or remedy
arising by reason of any performance by it of its guarantee in Section 7.01,
whether by subrogation or otherwise, against Borrower or any other Guarantor of
any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations. The payment of any amounts due with respect to any Indebtedness of
Borrower or any other Guarantor now or hereafter owing to any Guarantor or
Borrower by reason of any payment by such Guarantor under the Guarantee in this
Article VII is hereby subordinated to the prior indefeasible payment in full in
cash of the Guaranteed Obligations. In addition, any Indebtedness of the
Guarantors now or hereafter held by any Guarantor is hereby subordinated in
right of payment in full in cash to the Guaranteed Obligations. Each Guarantor
agrees that it will not demand, sue for or otherwise attempt to collect any such
Indebtedness of Borrower to such Guarantor until the Obligations shall have been
indefeasibly paid in full in cash. If, notwithstanding the foregoing sentence,
any Guarantor shall prior to the indefeasible payment in full in cash of the
Guaranteed Obligations collect, enforce or receive any amounts in respect of
such Indebtedness, such amounts shall be collected, enforced and received by
such Guarantor as trustee for the Secured Parties and be paid over to
Administrative Agent on account of the Guaranteed Obligations without affecting
in any manner the liability of such Guarantor under the other provisions of the
guaranty contained herein.

     SECTION 7.05 REMEDIES. The Guarantors jointly and severally agree that, as
between the Guarantors and the Lenders, the obligations of Borrower under this
Agreement and the Notes, if any, may be declared to be forthwith due and payable
as provided in Article XI (and shall be deemed to have become automatically due
and payable in the circumstances provided in said Article XI) for purposes of
Section 7.01, notwithstanding any stay, injunction or other prohibition
preventing such declaration (or such obligations from becoming automatically due
and payable) as against Borrower and that, in the event of such declaration (or
such obligations being deemed to have become automatically due and payable),
such obligations (whether or not due and payable by Borrower) shall forthwith
become due and payable by the Guarantors for purposes of Section 7.01.

     SECTION 7.06 INSTRUMENT FOR THE PAYMENT OF MONEY. Each Guarantor hereby
acknowledges that the guarantee in this Article VII and under Article VII of the
Original Credit Agreement and the Prior Credit Agreement constitutes an
instrument for the payment of money, and consents and agrees that any Lender or
Agent, at its sole option, in the event of a dispute by such Guarantor in the
payment of any moneys due hereunder, shall have the right to bring a
motion-action under New York CPLR Section 3213.

     SECTION 7.07 CONTINUING GUARANTEE. The guarantee in this Article VII and
under Article VII of the Original Credit Agreement and the Prior Credit
Agreement is a continuing guarantee of payment, and shall apply to all
Guaranteed Obligations whenever arising.

     SECTION 7.08 GENERAL LIMITATION ON GUARANTEE OBLIGATIONS. In any action or
proceeding involving any state corporate law, or any state, federal or foreign
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Guarantor under Section 7.01 and
under Section 7.01 of the Original Credit


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Agreement and the Prior Credit Agreement would otherwise be held or determined
to be void, voidable, invalid or unenforceable, or subordinated to the claims of
any other creditors, on account of the amount of its liability under Section
7.01 and under Section 7.01 of the Original Credit Agreement and the Prior
Credit Agreement, then, notwithstanding any other provision to the contrary, the
amount of such liability shall, without any further action by such Guarantor,
any Loan Party or any other Person, be automatically limited and reduced to the
highest amount that is valid and enforceable and not subordinated to the claims
of other creditors as determined in such action or proceeding.


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                                  ARTICLE VIII.

                                EVENTS OF DEFAULT

     In case of the happening of any of the following events ("EVENTS OF
DEFAULT"):

          (a) default shall be made in the payment of any principal of any Loan
     or the reimbursement with respect to any LC Disbursement when and as the
     same shall become due and payable, whether at the due date thereof or at a
     date fixed for prepayment thereof or by acceleration thereof or otherwise;

          (b) default shall be made in the payment of any interest on any Loan
     or any Fee or any other amount (other than an amount referred to in (a)
     above) due under any Loan Document, when and as the same shall become due
     and payable, and such default shall continue unremedied for a period of
     three Business Days;

          (c) any representation or warranty made or deemed made in or in
     connection with any Loan Document or the borrowings or issuances of Letters
     of Credit hereunder, or any representation, warranty, statement or
     information contained in any report, certificate, financial statement or
     other instrument furnished in connection with or pursuant to any Loan
     Document, shall prove to have been false or misleading in any material
     respect when so made, deemed made or furnished; it being recognized by
     Lenders, however, that projections as to future events are not to be viewed
     as facts and that the actual results during the period or periods covered
     by said projections may differ from the projected results;

          (d) default shall be made in the due observance or performance by any
     Company of any covenant, condition or agreement contained in Section 5.02,
     5.03, 5.08, 5.16 or in Article VI;

          (e) default shall be made in the due observance or performance by any
     Company of any covenant, condition or agreement contained in Section 5.01
     or 5.15 and such default shall continue unremedied or shall not be waived
     for a period of 5 days;

          (f) default shall be made in the due observance or performance by any
     Company of any covenant, condition or agreement contained in any Loan
     Document (other than those specified in paragraphs (a), (b), (d) or (e)
     above) and such default shall continue unremedied or shall not be waived
     for a period of 20 days after written notice thereof from the
     Administrative Agent or any Lender to Borrower;

          (g) any Company shall (i) fail to pay any principal or interest,
     regardless of amount, due in respect of any Indebtedness (other than the
     Obligations), when and as the same shall become due and payable, or (ii)
     fail to observe or perform any other term, covenant, condition or agreement
     contained in any agreement or instrument evidencing or governing any such
     Indebtedness if the effect of any failure referred to in clauses (i) and
     (ii) is to cause, or to permit the holder or holders of such Indebtedness
     or a trustee on its or their behalf (with or without the giving of notice,
     the lapse of time or both) to cause, such Indebtedness to become due prior
     to its stated maturity; provided, that it shall not


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     constitute an Event of Default pursuant to this paragraph (f) unless the
     aggregate amount of all such Indebtedness referred to in clauses (i) and
     (ii) exceeds $100,000 at any one time;

          (h) an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed in a court of competent jurisdiction seeking (i)
     relief in respect of any Domestic or Canadian Company (other than any
     Domestic or Canadian Company which is an Inactive Company and with respect
     to which the book value of its tangible assets does not exceed the Dollar
     Equivalent of $3.0 million) or any Foreign Company with respect to which
     the book value of its tangible assets exceeds the Dollar Equivalent of $3.0
     million, or of a substantial part of the Property or assets of any Company,
     under Title 11 of the United States Code, as now constituted or hereafter
     amended, BIA, CCAA or any other federal, state or foreign bankruptcy,
     insolvency, receivership or similar law; (ii) the appointment of a
     receiver, trustee, custodian, sequestrator, conservator or similar official
     for any such Company or for a substantial part of the Property or assets of
     any such Company; or (iii) the winding-up or liquidation of any such
     Company; and, in any such case, such proceeding or petition shall continue
     undismissed for 60 days or an order or decree approving or ordering any of
     the foregoing shall be entered;

          (i) any Domestic or Canadian Company or any Foreign Company with
     respect to which the book value of its tangible assets exceeds the Dollar
     Equivalent of $3.0 million shall (i) voluntarily commence any proceeding or
     file any petition seeking relief under Title 11 of the United States Code,
     as now constituted or hereafter amended, or any other federal, state or
     foreign bankruptcy, insolvency, receivership or similar law; (ii) consent
     to the institution of, or fail to contest in a timely and appropriate
     manner, any proceeding or the filing of any petition described in (g)
     above; (iii) apply for or consent to the appointment of a receiver,
     trustee, custodian, sequestrator, conservator or similar official for any
     such Company or for a substantial part of the Property or assets of any
     such Company; (iv) file an answer admitting the material allegations of a
     petition filed against it in any such proceeding; (v) make a general
     assignment for the benefit of creditors; (vi) become unable (after taking
     into account all rights of contribution), admit in writing its inability or
     fail generally to pay its debts as they become due; (vii) take any action
     for the purpose of effecting any of the foregoing; or (viii) wind up or
     liquidate;

          (j) one or more judgments for the payment of money in an aggregate
     amount in excess of $1.0 million shall be rendered against any Company or
     any combination thereof and the same shall remain undischarged for a period
     of 30 consecutive days during which execution shall not be effectively
     stayed, or any action shall be legally taken by a judgment creditor to levy
     upon assets or properties of any Company to enforce any such judgment;

          (k) an ERISA Event or noncompliance with respect to Foreign Plans
     shall have occurred that, in the reasonable opinion of the Required
     Lenders, when taken together with all other such ERISA Events and
     noncompliance with respect to Foreign Plans that have occurred, could
     reasonably be expected to result in liability of any Domestic or Canadian
     Company and its ERISA Affiliates in an aggregate amount exceeding $500,000
     or the imposition of a Lien on any assets of a Company;


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          (l) any security interest and Lien purported to be created by any
     Security Document shall cease to be in full force and effect, or shall
     cease to give the Collateral Agent, for the benefit of the Secured Parties,
     the Liens, rights, powers and privileges purported to be created and
     granted under such Security Documents (including a perfected first priority
     security interest in and Lien on, all of the Collateral thereunder (except
     as otherwise expressly provided in such Security Document)) in favor of the
     Collateral Agent, or shall be asserted by Borrower or any other Loan Party
     not to be, a valid, perfected, first priority (except as otherwise
     expressly provided in this Agreement or such Security Document) security
     interest in or Lien on the Collateral covered thereby;

          (m) the Guarantees shall cease to be in full force and effect, unless
     in connection with the sale, merger or dissolution of a Guarantor to the
     extent permitted under Section 6.05 hereof;

          (n) any Loan Document or any material provisions thereof shall at any
     time and for any reason be declared by a court of competent jurisdiction to
     be null and void, or a proceeding shall be commenced by any Loan Party or
     any other Person, or by any Governmental Authority, seeking to establish
     the invalidity or unenforceability thereof (exclusive of questions of
     interpretation of any provision thereof), or any Loan Party shall repudiate
     or deny that it has any liability or obligation for the payment of
     principal or interest or other obligations purported to be created under
     any Loan Document;

          (o) there shall have occurred a Change in Control;

          (p) any Loan Party shall be prohibited or otherwise restrained from
     conducting the business theretofore conducted by it in any manner that has
     or could reasonably be expected to result in a Material Adverse Effect by
     virtue of any determination, ruling, decision, decree or order of any court
     or Governmental Authority of competent jurisdiction; or

          (q) the indictment by any Governmental Authority of any Loan Party as
     to which any Loan Party or Administrative Agent receives notice as to which
     there is a reasonable possibility of an adverse determination, in the good
     faith determination of Administrative Agent, under any criminal statute, or
     commencement of criminal or civil proceedings against any Loan Party
     pursuant to which statute or proceedings the penalties or remedies sought
     or available include forfeiture of (i) any of the Collateral having a value
     in excess of $1.0 million or (ii) any other Property of any Loan Party
     which is necessary or material to the conduct of its business;

then, and in every such event (other than an event with respect to Holdings or
Borrower described in paragraph (g) or (h) above), and at any time thereafter
during the continuance of such event, the Administrative Agent or the Collateral
Agent may, and at the request of the Required Lenders shall, by notice to
Borrower, take either or both of the following actions, at the same or different
times: (i) terminate forthwith the Commitments and (ii) declare the Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of
Borrower accrued hereunder and under any other Loan


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Document, shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by Borrower and the Guarantors, anything contained herein or in any other
Loan Document to the contrary notwithstanding; and in any event with respect to
Holdings or Borrower described in paragraph (g) or (h) above, the Commitments
shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of Borrower accrued hereunder and under any other Loan Document,
shall automatically become due and payable, without presentment, demand, protest
or any other notice of any kind, all of which are hereby expressly waived by
Borrower and the Guarantors, anything contained herein or in any other Loan
Document to the contrary notwithstanding.

                                  ARTICLE IX.

                  COLLATERAL MATTERS; CASH COLLATERAL ACCOUNTS;
                       APPLICATION OF COLLATERAL PROCEEDS

     SECTION 9.01 ACCOUNTS AND ACCOUNT COLLECTIONS.

     (a) Borrower and each Borrowing Base Guarantor shall notify Collateral
Agent promptly of: (i) any material delay in the performance by Borrower or any
Borrowing Base Guarantor of any of their material obligations to any Account
Debtor or the assertion of any material claims, offsets, defenses or
counterclaims by any Account Debtor, or any material disputes with Account
Debtors, or any settlement, adjustment or compromise thereof, (ii) all material
adverse information known to any Loan Party relating to the financial condition
of any Account Debtor and (iii) any event or circumstance which, to any Loan
Party's knowledge, would result in any Account no longer constituting an
Eligible Account. Borrower and each Borrowing Base Guarantor hereby agree not to
grant to any Account Debtor any credit, discount, allowance or extension, or to
enter into any agreement for any of the foregoing, without Collateral Agent's
consent, except in the ordinary course of business in accordance with practices
and policies previously disclosed in writing to Collateral Agent. So long as no
Event of Default exists or has occurred and is continuing, Borrower and each
Borrowing Base Guarantor may settle, adjust or compromise any claim, offset,
counterclaim or dispute with any Account Debtor. At any time that an Event of
Default exists or has occurred and is continuing, Collateral Agent shall, at its
option, have the exclusive right to settle, adjust or compromise any claim,
offset, counterclaim or dispute with Account Debtors of any Loan Party or grant
any credits, discounts or allowances.

     (b) With respect to each Account: (i) the amounts shown on any invoice
delivered to Collateral Agent or schedule thereof delivered to Collateral Agent
shall be true and complete in all material respects, (ii) no payments shall be
made thereon except payments immediately delivered to Collateral Agent pursuant
to the terms of this Agreement or any applicable Security Document (to the
extent so required), (iii) there shall be no setoffs, deductions, contras,
defenses, counterclaims or disputes existing or asserted with respect thereto
except as reported to Collateral Agent and promptly reflected in the reporting
of the Borrowing Base, in accordance with the terms of this Agreement, and (iv)
none of the transactions giving rise thereto will violate any applicable laws or
regulations, all documentation relating thereto will be legally sufficient under
such laws and regulations and all such documentation will be legally enforceable
in accordance with its terms.


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     (c) Collateral Agent shall have the right at any time or times, in
Collateral Agent's name or in the name of a nominee of Collateral Agent, to
verify the validity, amount or any other matter relating to any Account or other
Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To
facilitate the exercise of the right described in the immediately preceding
sentence, Borrower hereby agrees to provide Collateral Agent upon request the
name and address of each Account Debtor of Borrower or any Borrowing Base
Guarantor.

     (d) Borrower shall establish and maintain, at its sole expense, and shall
cause each Guarantor to establish and maintain, at its sole expense blocked
accounts or lockboxes and related deposit accounts (collectively, the "BLOCKED
ACCOUNTS"), as Collateral Agent may specify, with such banks as are acceptable
to Collateral Agent into which Borrower and Guarantors shall promptly deposit
and direct their respective Account Debtors to directly remit all payments on
Accounts and all payments constituting proceeds of Inventory or other Collateral
(other than proceeds of a Casualty Event or Asset Sales that do not require a
permanent repayment under Loan Documents) in the identical form in which such
payments are made, whether by cash, check or other manner and shall be
identified and segregated from all other funds of the Loan Parties. Borrower and
Guarantors shall deliver, or cause to be delivered, to Collateral Agent a
Deposit Account Control Agreement duly authorized, executed and delivered by
each bank where a Blocked Account for the benefit of Borrower or any Guarantor
is maintained, and by each bank where any other deposit account is from time to
time maintained. Borrower shall further execute and deliver, and shall cause
each Guarantor to execute and deliver, such agreements and documents as
Collateral Agent may require in connection with such Blocked Accounts and such
Deposit Account Control Agreements. Except as permitted by Section 9.01(e)(iii),
Borrower and Guarantors shall not establish any deposit accounts after the
Original Closing Date, unless Borrower or Guarantor (as applicable) have
complied in full with the provisions of this Section 9.01 with respect to such
deposit accounts. Borrower agrees that all payments made to such Blocked
Accounts or other funds received and collected by Collateral Agent or any
Lender, whether in respect of the Accounts, as proceeds of Inventory or other
Collateral or otherwise shall be treated as payments to Collateral Agent and
Lenders in respect of the Obligations and therefore shall constitute the
property of Collateral Agent and Lenders to the extent of the then outstanding
Obligations.

     (e) The Borrower and each Guarantor shall maintain a cash management system
which is acceptable to the Administrative Agent (the "CASH MANAGEMENT SYSTEM").
The Cash Management System shall contain, among other things, the following:

          (i) With respect to the Blocked Accounts of Borrower and each
Guarantor, the applicable bank maintaining such Blocked Accounts shall agree,
from and after the receipt of a notice (on "ACTIVATION NOTICE") from the
Collateral Agent (which Activation Notice (notwithstanding anything to the
contrary in any agreement with such applicable bank) may be given, and at the
request of the Required Lenders, shall be given, by Collateral Agent at any time
following the occurrence and during the continuance of an Event of Default or at
any time after daily Excess Availability for ten or more days (whether
consecutive or non-consecutive) during any fiscal quarter is less than $50.0
million (and until such time as average daily Excess Availability is in excess
of $50.0 million for a period of three (3) consecutive months following such
fiscal quarter)), to forward daily all amounts in each Blocked Account to one
Blocked Account designated as concentration account in the name of Borrower (the
"CONCENTRATION


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ACCOUNT") at the bank that shall be designated as the Concentration Account bank
for Borrower (the "CONCENTRATION ACCOUNT BANK"), which, on the Original Closing
Date, shall be account #4005296793 maintained by PNC Bank, National Association.
The Concentration Account Bank shall agree, pursuant to the applicable Deposit
Account Control Agreement, to forward daily all amounts in the Concentration
Account to the account designated as collection account (the "COLLECTION
ACCOUNT") which shall be under the exclusive dominion and control of the
Collateral Agent;

          (ii) [INTENTIONALLY OMITTED.];

          (iii) Borrower may maintain, in its name, an account or accounts at a
bank reasonably acceptable to Administrative Agent, into which Administrative
Agent shall, from time to time, deposit proceeds of Revolving Loans and
Swingline Loans made to Borrower hereunder and which bank shall agree, pursuant
to Deposit Account Control Agreement relative to such disbursement account, from
and after the receipt of a notice from the Collateral Agent (which notice may be
given by Collateral Agent at any time an Event of Default occurs and is
continuing) to forward all amounts in each Blocked Account to the applicable
Collection Account. Any provision of this Section 9.01 to the contrary
notwithstanding, (A) Loan Parties may maintain payroll accounts and trust
accounts that are not a part of the Cash Management Systems provided that no
Loan Party shall accumulate or maintain cash in such accounts and the
disbursement account(s) described in the preceding sentence as of any date of
determination in excess of checks outstanding against such accounts as of that
date and amounts necessary to meet minimum balance requirements and (B) Loan
Parties may maintain local cash accounts that are not a part of the Cash
Management Systems which individually do not at any time contain funds in excess
of $100,000 and, together with all other such local cash accounts, do not exceed
$1.0 million.

     (f) The Administrative Agent shall apply all funds received in the
Collection Account on a daily basis to the repayment (by transferring same to
the account of or pursuant to direction of Administrative Agent) of (i) first,
Fees and reimbursable expenses of the Administrative Agent and the Collateral
Agent then due and payable; (ii) second, to interest then due and payable on all
Loans, (iii) third, Overadvances, (iv) fourth, the Swingline Loans, (v) fifth,
ABR Revolving Loans, (vi) sixth, Eurodollar Revolving Loans, together with all
accrued and unpaid interest thereon (excluding Eurodollar Revolving Loans (A)
with respect to which the application of such payment would result in the
payment of the principal prior to the last day of the relevant Interest Period
and (B) which Borrower elects to continue pursuant to Section 2.08(b)), and
(vii) last, other amounts which are due, in each case without a reduction in the
Commitments; all further funds received in any of the Collection Account shall,
unless an Event of Default has occurred and is continuing, be transferred or
applied by the Collateral Agent in accordance with the directions of Borrower or
the respective other Loan Party. If an Event of Default has occurred and is
continuing, the Administrative Agent shall not transfer or apply any such funds
from the Collection Account in accordance with such directions unless the
Administrative Agent determine to release such funds to Borrower. Absent any
such determination by the Administrative Agent, all such funds in the Collection
Account shall be transferred to the Cash Collateral Account to be applied to the
Eurodollar Revolving Loans on the last day of the relevant Interest Period of
such Eurodollar Revolving Loan or to the Obligations as they come due (whether
at stated maturity, by acceleration or otherwise). If consented to by the


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Administrative Agent, the Collateral Agent and the Required Lenders, such funds
in the Cash Collateral Account may be released to Borrower.

     (g) Borrower and its directors, employees, agents and other Affiliates and
Borrowing Base Guarantors shall, acting as trustee for Collateral Agent,
receive, as the property of Collateral Agent, any monies, checks, notes, drafts
or any other payment relating to and/or proceeds of Accounts, Inventory or other
Collateral which come into their possession or under their control and
immediately upon receipt thereof, shall deposit or cause the same to be
deposited in the Blocked Accounts, or remit the same or cause the same to be
remitted, in kind, to Collateral Agent. In no event shall the same be commingled
with Borrower's own funds. Borrower agrees to reimburse Collateral Agent on
demand for any amounts owed or paid to any bank at which a Blocked Account is
established or any other bank or Person involved in the transfer of funds to or
from the Blocked Accounts arising out of Collateral Agent's payments to or
indemnification of such bank or Person.

     SECTION 9.02 INVENTORY; FIELD AUDITS AND APPRAISALS. With respect to the
Inventory: (a) Borrower and Borrowing Base Guarantors shall at all times
maintain records of Inventory reasonably satisfactory to Collateral Agent,
keeping correct and accurate records itemizing and describing the kind, type,
quality and quantity of Inventory, the cost therefor and daily withdrawals
therefrom and additions thereto; (b) any of the Administrative Agent's and
Collateral Agent's officers, employees or agents shall have the right, at any
time or times, in the name of the Administrative Agent or Collateral Agent, as
applicable, any designee of the Administrative Agent, Collateral Agent or
Borrower, to verify the validity, amount or any other matter relating to
Accounts or Inventory by mail, telephone, electronic communication, personal
inspection or otherwise and to conduct field audits of the financial affairs and
Collateral of the Loan Parties, and Borrower shall cooperate fully with the
Administrative Agent and Collateral Agent in an effort to facilitate and
promptly conclude any such verification process; (c) the Loan Parties shall
cooperate fully with the Collateral Agent and its agents during all Collateral
field audits and Inventory Appraisals which shall be at the expense of Borrower
and which shall be conducted no more frequently than twice per year in the case
of Collateral field audits and once per year in the case of Inventory
Appraisals, or, following the occurrence and during the continuation of an Event
of Default, more frequently at Collateral Agent's request; (d) neither Borrower
nor any Borrowing Base Guarantor shall sell Inventory to any customer on
approval, or any other basis which entitles the customer to return (except for
the right of customers for Inventory which is defective or non-conforming) or
may obligate any Loan Party to repurchase such Inventory; and (e) Borrower
Borrowing Base Guarantor shall keep the Inventory in good and marketable
condition.

     SECTION 9.03 EQUIPMENT, REAL PROPERTY AND APPRAISALS.

     With respect to the Equipment and owned Real Property: (a) upon the
Collateral Agent's request, Borrower shall, at its expense, no more than one (1)
time in any twelve (12) month period commencing with the Original Closing Date,
but at any time or times as the Collateral Agent may request following the
occurrence and during the continuance of an Event of Default, deliver or cause
to be delivered to the Collateral Agent written appraisals as to the Equipment
and/or the owned Real Property by an independent appraiser designated by the
Collateral Agent and reasonably acceptable to Borrower, (b) Borrower and each
Borrowing Base Guarantor shall


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notify Collateral Agent promptly of any event or circumstance which, to any Loan
Party's knowledge, would result in any Equipment no longer constituting an
Eligible Equipment and (c) Borrower and each Borrowing Base Guarantor shall
notify Collateral Agent promptly of any event or circumstance which, to any Loan
Party's knowledge, would result in any Real Property no longer constituting an
Eligible Real Property.

     SECTION 9.04 CASH COLLATERAL ACCOUNT.

     (a) The Collateral Agent is hereby authorized to establish and maintain at
its office at 222 North LaSalle Street, 16th Floor, Chicago, Illinois 60601, in
the name of the Collateral Agent and pursuant to a dominion and control
Agreement, one or more restricted deposit account designated as a "CASH
COLLATERAL ACCOUNT" bearing the name of the owners of the funds contained
therein (e.g., General Cable Industries Inc. - Cash Collateral Account). Each
Loan Party shall deposit into its respective Cash Collateral Account from time
to time the cash collateral required to be deposited under Section 2.18(j) or
Section 9.01(f) hereof.

     (b) The balance from time to time in such Cash Collateral Accounts shall
constitute part of the Collateral and shall not constitute payment of the
Obligations until applied as hereinafter provided. Notwithstanding any other
provision hereof to the contrary, all amounts held in the Cash Collateral
Accounts shall constitute collateral security (i) first for the liabilities in
respect of Letters of Credit outstanding from time to time and second for the
other Obligations hereunder until such time as all Letters of Credit shall have
been terminated and all of the liabilities in respect of Letters of Credit have
been paid in full, and (ii) if held in Cash Collateral Account pursuant to
Section 9.01(f), then for the Obligations as provided therein.

     SECTION 9.05 APPLICATION OF PROCEEDS. The proceeds received by the
Collateral Agent in respect of any sale of, collection from or other realization
upon all or any part of the Collateral pursuant to the exercise by the
Collateral Agent of its remedies shall be applied, together with any other sums
then held by the Collateral Agent pursuant to this Agreement, promptly by the
Collateral Agent as follows (with, in the case of proceeds from a Borrowing Base
Guarantor, a corresponding reduction in the Borrowing Base Guarantor
Intercompany Loan Account):

          (a) First, to the payment of all reasonable costs and expenses, fees,
     commissions and taxes of such sale, collection or other realization
     including, without limitation, compensation to the Collateral Agent and its
     agents and counsel, and all expenses, liabilities and advances made or
     incurred by the Collateral Agent in connection therewith, together with
     interest on each such amount at the highest rate then in effect under this
     Agreement from and after the date such amount is due, owing or unpaid until
     paid in full;

          (b) Second, to the payment of all other reasonable costs and expenses
     of such sale, collection or other realization including, without
     limitation, costs and expenses and all costs, liabilities and advances made
     or incurred by the other Secured Parties in connection therewith, together
     with interest on each such amount at the highest rate then in effect under
     this Agreement from and after the date such amount is due, owing or unpaid
     until paid in full;


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          (c) Third, without duplication of amounts applied pursuant to
     paragraphs (a) and (b) above, to the indefeasible payment in full in cash,
     of each Lender's Default Allocation Percentage of interest, principal and
     other amounts constituting Obligations, equally and ratably in accordance
     with each Lender's Default Allocation Percentage of such amounts; and

          (d) Fourth, the balance, if any, to the Person lawfully entitled
     thereto (including the applicable Loan Party or its successors or assigns).

     In the event that any such proceeds are insufficient to pay in full the
items described in clauses (a) through (c) of this Section 9.02, the Loan
Parties shall remain liable for any deficiency.

                                   ARTICLE X.

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

     SECTION 10.01 APPOINTMENT. (a) Each Lender hereby irrevocably designates
and appoints Merrill as the Administrative Agent under this Agreement and the
other Loan Documents, and each Lender irrevocably authorizes Merrill, in its
capacity as the Administrative Agent, to take such actions on its behalf under
the provisions of this Agreement and the other Loan Documents and to exercise
such powers as are expressly delegated to the Administrative Agent by the terms
of this Agreement and the other Loan Documents, together with such actions and
powers as are reasonably incidental thereto.

     (b) Each Secured Party hereby irrevocably designates and appoints Merrill
as the Collateral Agent under this Agreement and the other Loan Documents, and
each Lender irrevocably authorizes Merrill its capacity as the Collateral Agent,
to take such actions on its behalf under the provisions of this Agreement and
the other Loan Documents and to exercise such powers as are expressly delegated
to the Collateral Agent by the terms of this Agreement and the other Loan
Documents, together with such actions and powers as are reasonably incidental
thereto. Except as otherwise provided herein, Collateral Agent shall hold all
Collateral and all payments of principal, interest, fees, charges and expenses
received pursuant to this Agreement or any of the Loan Documents for the benefit
of Secured Parties and shall enforce the rights in the Collateral on behalf of
the Secured Parties. Without limiting any of the foregoing, for the purposes of
holding any security granted by any Loan Party pursuant to the laws of the
Province of Quebec, the Collateral Agent shall be the holder of an irrevocable
power of attorney (fonde de pouvoir) (within the meaning of the Civil Code of
Quebec) for all present and future Secured Parties and in particular for all
present and future holders of the bond(s) issued by any Loan Party in favor of
the Collateral Agent (the "BOND"). Each of the Secured Parties hereby confirms
and ratifies the appointment of the Collateral Agent pursuant to the Prior
Credit Agreement to act as the Person holding an irrevocable power of attorney
(fonde de pouvoir) pursuant to article 2692 of the Civil Code of Quebec in order
to hold security granted by a Loan Party in the Province of Quebec to secure a
Bond. By executing an Assignment and Acceptance, each future Secured Party shall
be deemed to ratify the constitution of the Collateral Agent as the holder of
the irrevocable power of attorney (fonde de pouvoir) granted herein. Each party
hereto agrees that, notwithstanding Section 32 of an Act respecting the Special
Powers of


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Legal Persons (Quebec), Collateral Agent may, as the Person holding the power of
attorney of the Secured Parties, acquire and/or be holder of the Bond.

     (c) Each Secured Party authorizes and directs the Collateral Agent to enter
into the Security Documents and other Loan Documents for the benefit of Secured
Parties. The Collateral Agent is hereby authorized on behalf of all Secured
Parties, without the necessity of any notice to or further consent from any
Secured Party to take any action with respect to any Collateral or the Security
Documents or the other Loan Documents which may be necessary to perfect and
maintain perfected the security interest in and liens upon the Collateral
granted pursuant to the Security Documents and the other Loan Documents. Each
Secured Party agrees that it shall have recourse under or by virtue of the
Security Documents to the Collateral only through the Collateral Agent, that it
shall have no independent recourse to the Liens created by the Security
Documents and that it shall refrain from exercising any rights or remedies under
the Security Documents which have or may have arisen or which may arise as a
result of an Event of Default or an acceleration of the maturities of the
Obligations, except that, any Secured Party (i) may give directions to the
Collateral Agent as one of the Required Lenders, and (ii) may, to the extent
permitted by law or under any Loan Document, set off any amount of any balances
held by it for the account of any Company or any other property held or owing by
it to or for the credit or for the account of any Company provided, however,
that to the extent the amount so set off is to be applied to any of the
Obligations held by such Secured Party, such amount shall be delivered by such
Secured Party to the Collateral Agent for application pursuant to this
Agreement.

     (d) Notwithstanding paragraph (c) above, each Lender shall have the right,
with prior notice to Administrative Agent and the Collateral Agent, but without
the approval or consent of Administrative Agent, the Collateral Agent or the
other Lenders, with respect to any Specified Hedging Agreement of such Lender,
(i) to declare an event of default, termination event or other similar event
thereunder and to create an early termination date, (ii) to determine net
termination amounts in accordance with the terms of such Specified Hedging
Agreement and to set-off amounts between Specified Hedging Agreement, and (iii)
in the absence of acceleration of all the Obligations under Article VIII, to
prosecute any legal action against the applicable Company to enforce net amounts
owing to such Lender under the Specified Hedging Agreement.

     (e) The Administrative Agent and the Collateral Agent may perform any of
their duties hereunder by or through its agents or employees and each may, from
time to time, agree to reallocate or temporarily assign its rights and
responsibilities hereunder to the other.

     SECTION 10.02 ADMINISTRATIVE AGENT AND COLLATERAL AGENT IN THEIR INDIVIDUAL
CAPACITY. The Person serving as the Administrative Agent and Collateral Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent and Collateral Agent, as applicable, and such Person and
its Affiliates may accept deposits from, lend money to and generally engage in
any kind of business with Borrower or any Subsidiary or other Affiliate thereof
as if it were not the Administrative Agent hereunder or Collateral Agent, as
applicable.

     SECTION 10.03 EXCULPATORY PROVISIONS. Neither the Administrative Agent nor
the Collateral Agent shall have any duties or obligations except those expressly
set forth in the Loan


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Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent and the Collateral Agent, shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing (except for the Collateral Agent in its capacity as trustee
for the Secured Parties in respect of the Collateral which is the subject of
Security Documents governed by English law), (b) the Administrative Agent the
Collateral Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent or
the Collateral Agent, as applicable, is required to exercise in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 11.02), and (c) except
as expressly set forth in the Loan Documents, the Administrative Agent and the
Collateral Agent shall not have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to Borrower or any of its
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or Collateral Agent, as applicable, or any of its
respective Affiliates in any capacity. The Administrative Agent and Collateral
Agent shall not be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
expressly provided in this Agreement) or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent and Collateral Agent
shall not be deemed to have knowledge of any Default unless and until written
notice thereof is given to the Administrative Agent and Collateral Agent by
Borrower or a Lender, and the Administrative Agent and Collateral Agent shall
not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan
Document, (ii) the contents of any certificate, report or other document
delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent or Collateral Agent, as applicable.

     SECTION 10.04 RELIANCE BY THE ADMINISTRATIVE AGENT AND THE COLLATERAL
AGENT. The Administrative Agent and the Collateral Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper
Person. The Administrative Agent and the Collateral Agent also may rely upon any
statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. The
Administrative Agent or the Collateral Agent may consult with legal counsel (who
may be counsel for Borrower), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.

     SECTION 10.05 DELEGATION OF DUTIES. The Administrative Agent and Collateral
Agent may perform any and all its duties and exercise its rights and powers by
or through any one or more sub-agents appointed by the Administrative Agent or
Collateral Agent, as applicable. The Administrative Agent and Collateral Agent
and any such respective sub-agent may perform any


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and all its duties and exercise its rights and powers through their respective
Affiliates. The exculpatory provisions of the preceding paragraphs shall apply
to any such sub-agent and to the Affiliates of each Administrative Agent and
Collateral Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities of Administrative Agent and Collateral Agent.

     SECTION 10.06 SUCCESSOR ADMINISTRATIVE AGENT AND/OR COLLATERAL AGENT. The
Administrative Agent and/or Collateral Agent may resign as such at any time upon
at least 20 days' prior notice to the Lenders, the Issuing Bank and Borrower.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with Borrower, to appoint a successor from among the Lenders. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
and/or Collateral Agent, as applicable, gives notice of its resignation, then
the retiring Administrative Agent and/or Collateral Agent, as applicable may, on
behalf of the Lenders and the Issuing Bank, appoint a successor Administrative
Agent and/or Collateral Agent, as applicable, which successor shall be a
commercial banking institution organized under the laws of the United States (or
any state thereof) or a United States branch or agency of a commercial banking
institution, and having combined capital and surplus of at least $250.0 million;
provided, however, that if such retiring Administrative Agent and/or Collateral
Agent, as applicable is unable to find a commercial banking institution which is
willing to accept such appointment and which meets the qualifications set forth
above, the retiring Administrative Agent's and/or Collateral Agent's resignation
shall nevertheless thereupon become effective, and the Lenders shall assume and
perform all of the duties of the Administrative Agent and/or Collateral Agent,
as applicable hereunder until such time, if any, as the Required Lenders appoint
a successor Administrative Agent and/or Collateral Agent, as applicable.

     Upon the acceptance of its appointment as Administrative Agent and/or
Collateral Agent, as applicable, hereunder by a successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent and/or Collateral Agent, as applicable, and
the retiring Administrative Agent and/or Collateral Agent, as applicable, shall
be discharged from its duties and obligations hereunder. The fees payable by
Borrower to a successor Administrative Agent and/or Collateral Agent, as
applicable, shall be the same as those payable to its predecessor unless
otherwise agreed between Borrower and such successor. After the Administrative
Agent's and/or Collateral Agent's resignation hereunder, the provisions of this
Article X and Section 11.03 shall continue in effect for the benefit of such
retiring Administrative Agent and/or Collateral Agent, as applicable, its
respective sub-agents and their respective Affiliates in respect of any actions
taken or omitted to be taken by any of them while it was acting as
Administrative Agent and/or Collateral Agent, as applicable.

     SECTION 10.07 NON-RELIANCE ON THE ADMINISTRATIVE AGENT, THE COLLATERAL
AGENT OR OTHER LENDERS. Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent, the Collateral Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent, the Collateral Agent or any other Lender
and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this


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Agreement, any other Loan Document or related agreement or any document
furnished hereunder or thereunder.

     SECTION 10.08 NO OTHER ADMINISTRATIVE AGENT OR COLLATERAL AGENT. The
Lenders identified in this Agreement, the Syndication Agent and the
Documentation Agent shall not have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders. Without limiting the foregoing, neither the Syndication Agent nor the
Documentation Agent shall have or be deemed to have a fiduciary relationship
with any Lender. Each Lender hereby makes the same acknowledgments with respect
to the Syndication Agent and the Documentation Agent as it makes with respect to
the Administrative Agent or Collateral Agent or any other Lender in this Article
X. Notwithstanding the foregoing, the parties hereto acknowledge that the
Documentation Agent and the Syndication Agent hold such titles in name only, and
that such titles confer no additional rights or obligations relative to those
conferred on any Lender hereunder.

     SECTION 10.09 INDEMNIFICATION. The Lenders severally agree to indemnify
each Agent in its capacity as such (to the extent not reimbursed by the Borrower
or the Guarantors and without limiting the obligation of the Borrower or the
Guarantors to do so), ratably according to their respective outstanding Loans
and Commitments in effect on the date on which indemnification is sought under
this Section 10.09 (or, if indemnification is sought after the date upon which
all Commitments shall have terminated and the Loans shall have been paid in
full, ratably in accordance with such outstanding Loans and Commitments as in
effect immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or
asserted against such Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided, that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent's gross negligence or
willful misconduct. The agreements in this Section 10.09 shall survive the
payment of the Loans and all other amounts payable hereunder.

     SECTION 10.10 OVERADVANCES. The Administrative Agent shall not make (and
shall prohibit the Issuing Bank and Swingline Lender, as applicable, from
making) any Revolving Loans or provide any Letters of Credit to Borrower on
behalf of Lenders intentionally and with actual knowledge that such Revolving
Loans, Swingline Loans, or Letters of Credit would cause the aggregate amount of
the Revolving Exposure to exceed the Borrowing Base, without the prior consent
of all Lenders, except, that, the Administrative Agent (after consultation with
and consent of the Collateral Agent) may make (or cause to be made) such
additional Revolving Loans or Swingline Loans or provide such additional Letters
of Credit on behalf of Lenders, intentionally and with actual knowledge that
such Loans or Letters of Credit will cause (a) the total outstanding Revolving
Exposure to exceed the Borrowing Base, or (b) Excess Availability to be less
than $15.0 million, in each case as the Administrative Agent may deem necessary
or advisable in its discretion (each an "OVERADVANCE" and collectively the
"OVERADVANCES"),


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provided, that: (i) the total principal amount of the Overadvances to Borrower
which the Administrative Agent may make or provide (or cause to be made or
provided) after obtaining such actual knowledge that the Revolving Exposure
equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0
million outstanding at any time less the then outstanding amount of any Special
Agent Advances and shall not cause the Revolving Exposure to exceed the
Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the
Revolving Exposure of a Lender to exceed such Lender's Revolving Commitment,
(ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding
for more than sixty (60) days and (B) after all Overadvances have been repaid,
the Administrative Agent shall not make any additional Overadvance unless sixty
(60) days or more have elapsed since the last date on which any Overadvance was
outstanding and (iii) the Administrative Agent shall be entitled to recover such
funds, on demand from Borrower together with interest thereon for each day from
the date such payment was due until the date such amount is paid to the
Administrative Agent at the interest rate provided for in Section 2.06(c). Each
Lender shall be obligated to pay the Administrative Agent the amount of its Pro
Rata Percentage of any such Overadvance provided, that the Administrative Agent
is acting in accordance with the terms of this Section 10.10. All Overadvances
shall be secured by Collateral.

     SECTION 10.11 SPECIAL AGENT ADVANCES. Administrative Agent (after
consultation with and consent of the Collateral Agent) may, at its option, from
time to time, at any time on or after an Event of Default and for so long as the
same is continuing or upon any other failure of a condition precedent to the
making of Loans hereunder, make such disbursements and advances ("SPECIAL AGENT
ADVANCES") which the Administrative Agent, in its sole discretion after such
consultation with the Collateral Agent, deems necessary or desirable either (i)
to preserve or protect the Collateral or any portion thereof or (ii) to pay any
other amount chargeable to Borrower pursuant to the terms of this Agreement or
any of the other Loan Documents consisting of costs, fees and expenses and
payments to any Issuing Bank (provided, that in no event shall (i) Special Agent
Advances for such purpose exceed the amount equal to $20.0 million in the
aggregate outstanding at any time less the then outstanding Overadvances under
Section 10.10 hereof and (ii) Special Agent Advances plus the Revolving Exposure
exceed the Lenders' Commitment at the time of such Event of Default or cause any
Lender's Revolving Exposure to exceed such Lender's Revolving Loan Commitment at
the time of such Event of Default). Special Agent Advances shall be repayable on
demand and be secured by the Collateral. Special Agent Advances shall not
constitute Loans but shall otherwise constitute Obligations hereunder.
Administrative Agent shall notify each Lender and Borrower in writing of each
such Special Agent Advance, which notice shall include a description of the
purpose of such Special Agent Advance. Each Lender agrees that it shall make
available to Administrative Agent, upon Administrative Agent's demand, in
immediately available funds, the amount equal to such Lender's Pro Rata
Percentage of each such Special Agent Advance. If such funds are not made
available to Administrative Agent by such Lender, Administrative Agent shall be
entitled to recover such funds, on demand from such Lender together with
interest thereon for each day from the date such payment was due until the date
such amount is paid to Administrative Agent at the Federal Funds Rate for each
day during such period (as published by the Federal Reserve Bank of New York or
at Administrative Agent's option based on the arithmetic mean determined by
Administrative Agent of the rates for the last transaction in overnight Federal
funds arranged prior to 9:00 a.m. (New York City time) on that day by each of
the three leading brokers of Federal funds transactions in New York City
selected by Administrative Agent) and if such


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amounts are not paid within three (3) days of Administrative Agent's demand, at
the highest interest rate provided for in Section 2.06(a).

     SECTION 10.12 REVOLVING LOAN ADVANCES; PAYMENTS AND SETTLEMENTS; INTEREST
AND FEE PAYMENTS.

     (a) If the Administrative Agent elects to require that each Revolving
Lender make funds available to the Administrative Agent, prior to a disbursement
by the Administrative Agent to Borrower, the Administrative Agent shall advise
each Revolving Lender by facsimile or, subject to Section 11.01(c), e-mail of
the amount of such Revolving Lender's Pro Rata Percentage of the Revolving Loan
requested by Borrower no later than 1:00 p.m., New York City time, on the date
of funding of such Revolving Loan, and each such Revolving Lender shall pay the
Administrative Agent on such date such Revolving Lender's Pro Rata Percentage of
such requested Revolving Loan in accordance with Section 2.03. Nothing in this
Section 10.12 or elsewhere in this Agreement or the other Loan Documents shall
be deemed to require the Administrative Agent to advance funds on behalf of any
Lender or to relieve any Lender from its obligation to fulfill its commitments
hereunder or to prejudice any rights that the Administrative Agent or Borrower
may have against any Lender as a result of any default by such Lender hereunder.

     (b) On a Business Day of each week as selected from time to time by the
Administrative Agent, or more frequently (including daily), if the
Administrative Agent so elects (each such day being a "SETTLEMENT DATE"), the
Administrative Agent will advise each Revolving Lender by facsimile or, subject
to Section 11.01(c), e-mail of the amount of each such Revolving Lender's Pro
Rata Percentage of the Revolving Loan balance as of the close of business of the
Business Day immediately preceding the Settlement Date. In the event that
payments are necessary to adjust the amount of such Revolving Lender's actual
Pro Rata Percentage of the Revolving Loan balance to such Lender's required Pro
Rata Percentage of the Revolving Loan balance as of any Settlement Date, the
party from which such payment is due shall pay the Administrative Agent, without
setoff or discount, to the Payment Account not later than 1:00 p.m., New York
City time, on the Business Day following the Settlement Date the full amount
necessary to make such adjustment. Any obligation arising pursuant to the
immediately preceding sentence shall be absolute and unconditional and shall not
be affected by any circumstance whatsoever. In the event settlement shall not
have occurred by the date and time specified in the second preceding sentence,
interest shall accrue on the unsettled amount at the Federal Funds Rate, for the
first three (3) days following the scheduled date of settlement, and thereafter
at the Alternate Base Rate plus the Applicable Margin applicable to ABR
Borrowings.

     (c) On each Settlement Date, the Administrative Agent shall advise each
Revolving Lender by facsimile or, subject to Section 11.01(c), e-mail of the
amount of such Revolving Lender's Pro Rata Percentage of principal, interest and
fees paid for the benefit of Revolving Lenders with respect to each applicable
Revolving Loan, to the extent of such Revolving Lender's credit exposure with
respect thereto, and shall make payment to such Revolving Lender not later than
1:00 p.m., New York City time, on the Business Day following the Settlement Date
of such amounts in accordance with wire instructions delivered by such Revolving
Lender to the Administrative Agent, as the same may be modified from time to
time by written notice to the Administrative Agent.


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     (d) The provisions of this Section 10.12 shall be deemed to be binding upon
Administrative Agent and Lenders notwithstanding the occurrence of any Default
or Event of Default, or any insolvency or bankruptcy proceeding pertaining to
Borrower or any other Loan Party.

                                   ARTICLE XI.

                                  MISCELLANEOUS

     SECTION 11.01 NOTICES. Notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy (or, to the extent
provided below, by electronic communication), as follows:

     (a) if to any Loan Party, to Borrower at:

          General Cable Corporation
          4 Tesseneer Drive
          Highland Heights, KY 41076
          Attention: Chief Financial Officer
          Telecopy No.: (859) 572-8440
          E-mail address:

          with a copy to:

          Blank Rome LLP
          One Logan Square
          Philadelphia, PA 19103
          Attention: Matthew Siembieda, Esq.
                     Harvey I. Forman, Esq.
          Telecopy No.: (215) 569-5555
          E-mail address:

     (b) if to the Administrative Agent or the Collateral Agent, to it at:

          Merrill Lynch Capital, a division of Merrill Lynch
          Business Financial Services Inc.
          222 North LaSalle Street,
          16th Floor,
          Chicago, Illinois 60601
          Attention: Mark Gertzof
          Telecopy No.: (312) 499-3127
          E-mail address:


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          with a copy to the Administrative Agent as set forth in
          Section 11.01(b) above and, except with respect to
          communications under Sections 5.01 and 5.15, to:

          Latham & Watkins, LLP
          233 S. Wacker Drive, Suite 5800
          Chicago, IL 60606
          Attention: James W. Doran
          Telecopy No.: (312) 993-9767
          E-mail address:

     (c) if to a Lender, to it at its address (or telecopy number) set forth on
the applicable Lender Addendum or in the Assignment and Acceptance pursuant to
which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy or by certified or registered mail, in each case delivered, sent or
mailed (properly addressed) to such party as provided in this Section 11.01 or
in accordance with the latest unrevoked direction from such party given in
accordance with this Section 11.01 and failure to deliver courtesy copies of
notices and other communications shall in no event affect the validity or
effectiveness of such notices and other communications.

Notices and other communications to the parties hereto may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved from time to time by the
Administrative Agent, provided, that the foregoing shall not apply to notices
sent directly to any Lender if such Lender has notified the Administrative Agent
that it is incapable of receiving notices by electronic communication. The
Administrative Agent or Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant
to procedures approved by it, provided, that approval of such procedures may be
limited to particular notices or communications. Unless the Administrative Agent
otherwise prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender's receipt of an acknowledgment
from the intended recipient (such as by the "return receipt requested" function,
as available, return e-mail or other written acknowledgment), and (ii) notices
or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address therefor,
provided, that if any such notice or other communication is not sent or posted
during normal business hours, such notice or communication shall be deemed to
have been sent at the opening of business on the next Business Day.

     SECTION 11.02 WAIVERS; AMENDMENT; RELEASES OF COLLATERAL. (a) No failure or
delay by the Administrative Agent, the Collateral Agent, the Issuing Bank or any
Lender in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any


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abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the
Collateral Agent, the Issuing Bank and the Lenders hereunder and under the other
Loan Documents are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of any Loan Document
or consent to any departure by any Loan Party therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section
11.02, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may
have had notice or knowledge of such Default at the time.

     (b) Except as provided in Section 2.20 with respect to a Commitment
Increase, neither this Agreement nor any other Loan Document nor any provision
hereof or thereof may be waived, amended or modified except, in the case of this
Agreement, pursuant to an agreement or agreements in writing entered into by
Borrower and the Required Lenders or, in the case of any other Loan Document,
pursuant to an agreement or agreements in writing entered into by the
Administrative Agent or Collateral Agent, as applicable, and the Loan Party or
Loan Parties that are parties thereto, in each case with the written consent of
the Required Lenders; provided, that no such agreement shall (i) increase the
Dollar amount of the Commitment of any Lender without the written consent of
such Lender or increase the commitments of all Lenders without the consent of
each Lender, (ii) reduce or forgive the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon or amend Annex I or the
definition of "Applicable Margin" (other than to waive default interest under
Section 2.06(c) to the extent a waiver of the underlying default giving rise to
such default interest does not require a vote of all Lenders), or reduce or
forgive any Fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the maturity of any Loan, or the required date
of reimbursement of any LC Disbursement, or any date for the payment of any
interest or fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment or
postpone the scheduled date of expiration of any Letter of Credit beyond the
Maturity Date, or postpone any prepayment or cash collateralization required
under Section 2.10(b), without the written consent of each Lender affected
thereby, (iv) change Section 2.14(b), (c) or Section 9.05 in a manner that would
alter the pro rata sharing of payments or set-offs required thereby, without the
written consent of each Lender, (v) change Section 2.02(a) or (f) or any other
Section of this Agreement in a manner that would alter the pro rata allocation
among the Lenders of Loan or L/C Disbursements without the written consent of
each Lender, (vi) change the percentage set forth in the definition of "Required
Lenders", "Supermajority Lenders" or any other provision of any Loan Document
(including this Section 11.02) specifying the number or percentage of Lenders
(or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender (or each Lender of such Class, as the case
may be), (vii) release Holdings or any Guarantor from its Guarantee (except as
expressly provided in Article VII), or limit its liability in respect of such
Guarantee, without the written consent of each Lender, (viii) release all or
substantially all of the Collateral from the Liens of the Security Documents
(including pursuant to any Permitted Fixed Asset Exchange or Permitted Asset
Sale) or alter the relative priorities of the Obligations entitled to the Liens
of the


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Security Documents (except in connection with securing additional Obligations
equally and ratably with the other Obligations), in each case without the
written consent of each Lender, or (ix) change any provisions of any Loan
Document in a manner that by its terms adversely affects the rights in respect
of payments due to Lenders holding Loans of any Class differently than those
holding Loans of any other Class, without the written consent of Lenders holding
a majority in interest of the outstanding Loans and unused Commitments of each
affected Class; provided, further, that (1) no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent, the
Collateral Agent, the Issuing Bank or the Swingline Lender without the prior
written consent of the Administrative Agent, the Collateral Agent, the Issuing
Bank or the Swingline Lender, as the case may be, and (2) any waiver, amendment
or modification of this Agreement that by its terms affects the rights or duties
under this Agreement of the Revolving Lenders may be effected by an agreement or
agreements in writing entered into by Borrower and requisite percentage in
interest of the affected Class of Lenders that would be required to consent
thereto under this Section 11.02(b) if such Class of Lenders were the only Class
of Lenders hereunder at the time. Notwithstanding the foregoing, any provision
of this Agreement may be amended by an agreement in writing entered into by
Borrower, the Required Lenders and the Administrative Agent (and, if their
rights or obligations are affected thereby, the Issuing Bank and the Swingline
Lender) if (x) by the terms of such agreement the Commitment of each Lender not
consenting to the amendment provided for therein shall terminate upon the
effectiveness of such amendment and (y) at the time such amendment becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of and interest accrued on each Loan made by it and all other amounts
owing to it or accrued for its account under this Agreement.

     (c) If, in connection with any proposed change, waiver, discharge or
termination of the provisions of this Agreement that requires unanimous approval
of all Lenders as contemplated by Section 11.02(b) (other than clause (iii) of
such Section), the consent of the Supermajority Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not
obtained, then Borrower shall have the right to replace all, but not less than
all, of such non-consenting Lender or Lenders (so long as all non-consenting
Lenders are so replaced) with one or more Persons pursuant to Section 2.16 so
long as at the time of such replacement each such new Lender consents to the
proposed change, waiver, discharge or termination; provided, however, that
Borrower shall not have the right to replace a Lender solely as a result of the
exercise of such Lender's rights (and the withholding of any required consent by
such Lender) pursuant to paragraph (iii) of Section 11.02(b); provided, further,
that concurrently with the effectiveness of its replacement, each replaced
Lender receives payment in full of the principal of and interest accrued on each
Loan made by it and all other amounts owing to it or accrued for its account
under this Agreement as in effect immediately prior to such replacement.

     (d) Notwithstanding any other provision contained in this Agreement or any
Loan Document, if a "secured creditor" (as that term is defined under the BIA)
is determined by a court of competent jurisdiction not to include a Person to
whom obligations are owed on a joint or joint and several basis, then the
Canadian Loan Parties' Obligations (and the Obligations of its Subsidiaries), to
the extent such Obligations are secured, only shall be several obligations and
not joint or joint and several obligations.


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     (e) Without the consent of the Supermajority Lenders, the Collateral Agent
shall not execute any releases of the Liens created by Security Documents with
respect to Collateral having an aggregate Fair Market Value in excess of $15.0
million in any fiscal year of the Borrower except for releases in connection
with Permitted Fixed Asset Exchanges, Permitted Asset Sales, or the disposition
of any Property by Borrower or any Borrowing Base Guarantor (or by the
Collateral Agent in connection with an enforcement of such Liens), as otherwise
permitted under this Agreement.

     SECTION 11.03 EXPENSES; INDEMNITY. (a) Borrower and Holdings agree, jointly
and severally, to pay all reasonable out-of-pocket expenses (including but not
limited to expenses incurred in connection with due diligence and travel,
courier, reproduction, printing and delivery expenses) incurred by the
Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing
Bank in connection with the syndication of the credit facilities provided for
herein and the preparation, execution and delivery, and administration of this
Agreement and the other Loan Documents, including any Inventory Appraisal, or in
connection with any amendments, modifications, enforcement costs, work-out
costs, documentary taxes or waivers of the provisions hereof or thereof (whether
or not the transactions hereby or thereby contemplated shall be consummated) or
incurred by the Administrative Agent, the Collateral Agent or any Lender in
connection with the work-out enforcement or protection of its rights in
connection with this Agreement (including pursuant to Section 9.02 of this
Agreement) and the other Loan Documents or in connection with the Loans made or
Letters of Credit issued hereunder, including the fees, charges and
disbursements of Latham & Watkins, counsel for the Administrative Agent and the
Collateral Agent, and, in connection with any such enforcement or protection, or
work-out, the fees, charges and disbursements of any other counsel for the
Administrative Agent, the Collateral Agent or any Lender.

     (b) The Loan Parties agree, jointly and severally, to indemnify the
Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and
the Swingline Lender, each Affiliate of any of the foregoing Persons and each of
their respective directors, officers, trustees, employees and agents (each such
Person being called an "INDEMNITEE") against, and to hold each Indemnitee
harmless from, all reasonable out-of-pocket costs and any and all losses,
claims, damages, liabilities and related expenses, including reasonable counsel
fees, charges, expenses and disbursements, incurred by or asserted against any
Indemnitee arising out of, in any way connected with, or as a result of (i) the
Transactions, (ii) any actual or proposed use of the proceeds of the Loans or
issuance of Letters of Credit, (iii) any claim, litigation, investigation or
proceeding relating to any of the foregoing, whether or not any Indemnitee is a
party thereto, or (iii) any actual or alleged presence or Release or threatened
Release of Hazardous Materials, on, under or from any Property owned, leased or
operated by any Company, or any Environmental Claim related in any way to any
Company; provided, that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee.

     (c) The provisions of this Section 11.03 shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the expiration of the Commitments, the expiration of any Letter of
Credit, the invalidity or unenforceability of any


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term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Administrative Agent, the Collateral
Agent, the Issuing Bank or any Lender. All amounts due under this Section 11.03
shall be payable on written demand therefor accompanied by reasonable
documentation with respect to any reimbursement, indemnification or other amount
requested.

     (d) To the extent that Borrower fails to pay any amount required to be paid
by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the
Swingline Lender under paragraph (a) or (b) of this Section 11.03, each Lender
severally agrees to pay to the Administrative Agent, the Collateral Agent, the
Issuing Bank or the Swingline Lender, as the case may be, such Lender's pro rata
share (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided, that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against any of the
Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline
Lender in its capacity as such. For purposes hereof, a Lender's "pro rata share"
shall be determined based upon its share of the sum of the total Revolving
Exposure and unused Commitments at the time.

     SECTION 11.04 SUCCESSORS AND ASSIGNS. (a) The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit), except that Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or
transfer by Borrower without such consent shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit) and, to the extent expressly contemplated hereby, the
Affiliates of each of the Administrative Agent, the Issuing Bank and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

     (b) Any Lender may assign to one or more banks, insurance companies,
investment companies or funds or other institutions (other than Borrower,
Holdings or any Affiliate or Subsidiary thereof) all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided, that (i) except in
the case of an assignment to a Lender, an Affiliate of a Lender or a Lender
Affiliate, Borrower (except (i) after the occurrence and during the continuation
of a Default or Event of Default or (ii) prior to the completion of the primary
syndication (as determined by Arrangers) of the Commitments and the Loans by the
Arrangers) and the Administrative Agent (and, in the case of an assignment of
all or a portion of a Revolving Commitment or any Lender's obligations in
respect of its LC Exposure or Swingline Exposure, the Issuing Bank and the
Swingline Lender) must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld or delayed), (ii) except in
the case of an assignment to a Lender, an Affiliate of a Lender or a Lender
Affiliate, any assignment made in connection with the primary syndication of the
Commitment and Loans by the Arrangers or an assignment of the entire remaining
amount of the assigning Lender's Commitments or Loans, the amount of the
Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the


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Administrative Agent) shall not be less than in the case of Revolving
Commitments and Revolving Loans, $5.0 million unless each of Borrower and the
Administrative Agent otherwise consent, (iii) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender's
rights and obligations under this Agreement, except that this clause (iii) shall
not be construed to prohibit the assignment of a proportionate part of all the
assigning Lender's rights and obligations in respect of one Class of Commitments
or Loans, (iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500, and (v) the assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided, further that any consent of Borrower otherwise
required under this paragraph shall not be required if a Default or an Event of
Default has occurred and is continuing. Subject to acceptance and recording
thereof pursuant to paragraph (d) of this Section 11.04(b), from and after the
effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement (provided, that any liability of Borrower to such assignee
under Section 2.12, 2.13 or 2.15 shall be limited to the amount, if any, that
would have been payable thereunder by Borrower in the absence of such
assignment, except to the extent any such amounts are attributable to a Change
in Law occurring after the date of such assignment), and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.12,
2.13, 2.15 and 11.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section 11.04.

     (c) The Administrative Agent, acting for this purpose as an agent of
Borrower, shall maintain at one of its offices a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the
Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the "REGISTER"). The entries in the Register shall be
conclusive in the absence of manifest error, and Borrower, the Administrative
Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by Borrower, the
Issuing Bank, the Collateral Agent, the Swingline Lender and any Lender (with
respect to its own interest only), at any reasonable time and from time to time
upon reasonable prior notice.

     (d) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section
11.04 and any written consent to such assignment required by paragraph (b) of
this Section 11.04, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No


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assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

     (e) Any Lender may, without the consent of Borrower, the Administrative
Agent, the Issuing Bank or the Swingline Lender, sell participations to one or
more banks or other entities (a "PARTICIPANT") in all or a portion of such
Lender's rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans owing to it); provided, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) Borrower, the Administrative Agent, the Collateral
Agent, the Issuing Bank 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
described in the first proviso to Section 11.02(b) that affects such
Participant. Subject to paragraph (f) of this Section 11.04, Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.12, 2.13
and 2.15 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section 11.04. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 11.08 as though it were a Lender; provided, that such Participant agrees
to be subject to Section 2.14(c) as though it were a Lender. Each Lender shall,
acting for this purpose as an agent of the Borrower, maintain at one of its
offices a register for the recordation of the names and addresses of its
Participants, and the amount and terms of its participations, provided, that no
Lender shall be required to disclose or share the information contained in such
register with the Borrower or any other party, except as required by applicable
law.

     (f) A Participant shall not be entitled to receive any greater payment
under Section 2.12, 2.13 or 2.15 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the prior
written consent of Borrower (which consent shall not be unreasonably withheld or
delayed). A Participant that would be a Foreign Lender if it were a Lender shall
not be entitled to the benefits of Section 2.15 unless Borrower is notified of
the participation sold to such Participant and such Participant agrees, for the
benefit of Borrower, to comply with Sections 2.15(e) and (f) as though it were a
Lender.

     (g) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section 11.04 shall not apply to any such pledge or
assignment of a security interest; provided, that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto. In the case of any Lender that is a fund that invests in bank loans,
such Lender may, without the consent of Borrower or the Administrative Agent,
collaterally assign or pledge all or any portion of its rights under this
Agreement, including the Loans and Notes or any other instrument evidencing its
rights as a Lender under this Agreement, to any holder of, trustee for, or any
other


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representative of holders of, obligations owed or securities issued, by such
fund, as security for such obligations or securities; provided, that the
documentation governing or evidencing such collateral assignment or pledge shall
provide that any foreclosure or similar action by such trustee or representative
shall be subject to the provisions of this Section 11.04 concerning assignments
and shall not be effective to transfer any rights under this Agreement or in any
Loan, Note or other instrument evidencing its rights as a Lender under this
Agreement unless the requirements of Section 11.04 concerning assignments are
fully satisfied.

     SECTION 11.05 SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, the Collateral Agent, the Issuing Bank or any Lender may have had notice
or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.12, 2.13, 2.15 and 11.03 and Article
X shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

     SECTION 11.06 COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may
be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and the Fee Letter constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

     SECTION 11.07 SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

     SECTION 11.08 RIGHT OF SETOFF. If an Event of Default shall have occurred
and be continuing, each Lender and each of its Affiliates are hereby authorized
at any time and from


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time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final, but
excluding trust and payroll accounts) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of Borrower against any of and all the obligations of Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section
11.08 are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

     SECTION 11.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(a) This Agreement shall be construed in accordance with and governed by the law
of the State of New York, without regard to conflicts of law principles that
would require the application of the laws of another jurisdiction.

     (b) Each Loan Party hereby irrevocably and unconditionally submits, for
itself and its Property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to any
Loan Document, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such federal court. Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any other Loan Document shall affect any right that the
Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
any other Loan Document against any Loan Party or its properties in the courts
of any jurisdiction.

     (c) Each Loan Party hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any
court referred to in paragraph (b) of this Section 11.09. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

     (d) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 11.01. Nothing in this Agreement
or any other Loan Document will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

     SECTION 11.10 WAIVER OF JURY TRIAL. Each party hereto hereby waives, to the
fullest extent permitted by applicable law, any right it may have to a trial by
jury in any legal proceeding directly or indirectly arising out of or relating
to this Agreement, any other Loan Document or the transactions contemplated
hereby (whether based on contract, tort or any other theory). Each party hereto
(a) certifies that no representative, agent or attorney of any other


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party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce the foregoing waiver and (b)
acknowledges that it and the other parties hereto have been induced to enter
into this Agreement by, among other things, the mutual waivers and
certifications in this Section 11.10.

     SECTION 11.11 HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

     SECTION 11.12 CONFIDENTIALITY. Each of the Administrative Agent, the
Collateral Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates or its Lender Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential pursuant to the terms hereof),
(b) to the extent requested by any regulatory authority, (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party to this Agreement, (e) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to
this Agreement or any other Loan Document or the enforcement of rights hereunder
or thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section 11.12, to (i) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to Borrower and
its obligations, (g) with the consent of Borrower or (h) to the extent such
Information (i) is publicly available at the time of disclosure or becomes
publicly available other than as a result of a breach of this Section 11.12 or
(ii) becomes available to the Administrative Agent, the Collateral Agent, the
Issuing Bank or any Lender on a nonconfidential basis from a source other than
Borrower or any Subsidiary. For the purposes of this Section 11.12,
"Information" means all information received from Borrower or any Subsidiary
relating to Borrower or any Subsidiary or its business, other than any such
information that is available to the Administrative Agent, the Issuing Bank or
any Lender on a nonconfidential basis prior to disclosure by Borrower or any
Subsidiary; provided, that, in the case of information received from Borrower or
any Subsidiary after the date hereof, such information is clearly identified at
the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section 11.12 shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.
Notwithstanding anything to the contrary set forth herein or in any other
written or oral understanding or agreement to which the parties hereto are
parties or by which they are bound, the parties acknowledge and agree that (i)
any obligations of confidentiality contained herein and therein do not apply and
have not applied from the commencement of discussions between the parties to the
tax treatment and tax structure of the Transactions (and any related
transactions or arrangements), and (ii) each party (and each of its employees,
representatives, or other agents) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the Transactions
and all materials of any kind (including opinions or other tax analyses) that
are provided to such party relating to such tax treatment and tax structure, all
within the meaning of Treasury Regulation Section


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1.6011-4; provided, however, that each party recognizes that the privilege each
has to maintain, in its sole discretion, the confidentiality of a communication
relating to the Transaction, including a confidential communication with its
attorney or a confidential communication with a federally authorized tax
practitioner under Section 7525 of the Code, is not intended to be affected by
the foregoing.

     SECTION 11.13 INTEREST RATE LIMITATION. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such
Loan under applicable law (collectively, the "CHARGES"), shall exceed the
maximum lawful rate (the "MAXIMUM RATE") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section 11.13 shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

     SECTION 11.14 LENDER ADDENDUM. Each Lender a party to the Prior Credit
Agreement on the Original Closing Date has delivered to the Administrative Agent
a Lender Addendum duly executed by such Lender, the Borrower and the
Administrative Agent. In addition, each Lender to become a party to this
Agreement on the Closing Date shall do so by delivering to the Administrative
Agent a Lender Addendum duly executed by such Lender, the Borrower and the
Administrative Agent.

     SECTION 11.15 DOLLAR EQUIVALENT CALCULATIONS. For purposes of this
Agreement, all valuations or computations of monetary amounts set forth in this
Agreement or the Loan Documents shall include as the context may require the
Dollar Equivalent of amounts of Canadian Dollars and, in any event, valuation of
assets included in the Borrowing Base which are in Canadian Dollars shall be
converted to Dollar Equivalent of such amounts for the purpose of calculating
the Borrowing Base on each date that a Borrowing Base Certificate is delivered
hereunder and at such other times as designated by the Administrative Agent.
Such Dollar Equivalent shall remain in effect until the same is recalculated by
the Administrative Agent as provided above and notice of such recalculation is
received by the Borrower, it being understood that until such notice of such
recalculation is received, the Dollar Equivalent shall be that Dollar Equivalent
as last reported to the Borrower by the Administrative Agent. The Administrative
Agent shall promptly notify the Borrower and the Lenders of each such
determination of the Dollar Equivalent.

     SECTION 11.16 JUDGMENT CURRENCY. (a) The Borrower's obligation hereunder
and under the other Loan Documents to make payments in Dollars (pursuant to such
obligation, the "OBLIGATION CURRENCY") shall not be discharged or satisfied by
any tender or recovery pursuant to any judgment expressed in or converted into
any currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Administrative Agent
or the respective Lender of the full amount of the Obligation Currency


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expressed to be payable to the Administrative Agent or such Lender under this
Agreement or the other Loan Documents. If, for the purpose of obtaining or
enforcing judgment against the Borrower in any court or in any jurisdiction, it
becomes necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereinafter referred to as the "JUDGMENT
CURRENCY") an amount due in the Obligation Currency, the conversion shall be
made at the Dollar Equivalent, and in the case of other currencies, the rate of
exchange (as quoted by the Administrative Agent or if the Administrative Agent
does not quote a rate of exchange on such currency, by a known dealer in such
currency designated by the Administrative Agent) determined, in each case, as of
the Business Day immediately preceding the day on which the judgment is given
(such Business Day being hereinafter referred to as the "JUDGMENT CURRENCY
CONVERSION DATE").

     (b) If there is a change in the rate of exchange prevailing between the
Judgment Currency Conversion Date and the date of actual payment of the amount
due, the Borrower covenants and agrees to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount) as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.

     (c) For purposes of determining the Dollar Equivalent or any other rate of
exchange for this Section 11.16, such amounts shall include any premium and
costs payable in connection with the purchase of the Obligation Currency.

     SECTION 11.17 PATRIOT ACT. Each Lender and Agent (for itself and not on
behalf of any other party) hereby notifies the Borrower that, pursuant to the
requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56, signed into
law October 26, 2001 (the "ACT"), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender or
Agent, as applicable, to identify the Borrower in accordance with the Act.

                                  ARTICLE XII.

             AMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT

     SECTION 12. The parties hereto agree that, on the Closing Date, but subject
to clause (i) below, the following transactions shall be deemed to occur
automatically, without further action by any party hereto:

     (a) The Prior Credit Agreement shall be deemed to be amended and restated
in its entirety in the form of this Agreement.

     (b) All Existing Obligations (including, without limitation, all Existing
Eurodollar Revolving Borrowings and all Letters of Credit issued pursuant to the
Original Credit Agreement or the Prior Credit Agreement) shall in all respects
be continuing after the Closing Date and shall be deemed to be Obligations
governed by this Agreement.


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     (c) This Agreement shall not be deemed to evidence or result in a novation
or repayment of the Existing ABR Borrowings and Existing Eurodollar Revolving
Borrowings and reborrowing hereunder, but the Existing Obligations under the
Original Credit Agreement or the Prior Credit Agreement and the Liens securing
payment and performance thereof shall in all respects be continuing as
Obligations under this Agreement and as Liens securing payment and performance
thereof.

     (d) All references in the Loan Documents executed in connection with the
Original Credit Agreement or the Prior Credit Agreement (collectively, the
"Prior Other Loan Documents") to (i) the Original Credit Agreement or the Prior
Credit Agreement or the "Credit Agreement" shall be deemed to include references
to this Agreement, as amended, restated, supplemented or otherwise modified from
time to time, and (ii) the "Lenders" or a "Lender", the "Administrative Agent",
or the "Collateral Agent" shall mean such terms as defined in this Agreement
(collectively, the "Prior Loan Documents"). The Prior Other Loan Documents that
are not superseded by corresponding Loan Documents executed and delivered in
connection with this Agreement shall remain in full force and effect.

     (e) Each Loan Party hereby acknowledges and agrees that each of the Prior
Other Loan Documents to which such Loan Party is a party remains in full force
and effect and hereby ratifies and reaffirms all of its respective payment and
performance obligations, contingent or otherwise, under each of the Prior Other
Loan Documents to which it is a party and, to the extent such Loan Party granted
Liens on or security interests in any of its properties pursuant to any of the
Prior Other Loan Documents as security for the Existing Obligations, such Loan
Party, as the case may be, hereby ratifies and reaffirms such grant of security
and confirms and agrees that such Liens and security interests secure all of the
Obligations under this Agreement and remain in full force and effect after
giving effect to this Agreement. The execution, delivery and effectiveness of
this Agreement shall not operate as a waiver of any right, power or remedy of
the Administrative Agent or the Collateral Agent or any Lender under the Prior
Credit Agreement or any Prior Other Loan Document, nor constitute a waiver of
any provision of the Prior Credit Agreement or any Prior Other Loan Document,
except as specifically set forth therein.

     (f) The agency fee as set forth in the Fee Letter shall be due and payable
on each anniversary of the Original Closing Date and shall continue to accrue
under the Fee Letter.

     (g) Borrower and each other Loan Party acknowledges and agrees that as of
close of business on November 22, 2005, the aggregate outstanding principal
balance of the Existing ABR Borrowing and the Eurodollar Revolving Borrowings
(excluding accrued interest thereon and fees and expenses (including
professional fees and expenses) related thereto) under the Prior Credit
Agreement was $ $131,000,000 and that neither Borrower nor any other Loan Party
or other Person has any defense, counterclaim or setoff with respect to the
payment thereof.

     (h) Each Lender hereunder that was a party to the Prior Credit Agreement
immediately prior to the Closing Date agrees that its "Commitments" (as defined
in the Prior Credit Agreement) shall be replaced with the Commitments of such
Lender hereunder.


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<PAGE>

     (i) Each of the undersigned designated on the signature pages hereof as
"Exiting Lender" (each an "EXITING LENDER" and collectively, the "EXITING
LENDERS") hereby agrees to sell and assign, without recourse, at par, to one or
more Lenders hereunder, and each of such Lenders hereunder purchases and
assumes, without recourse, at par, from the Exiting Lenders, effective on the
Closing Date, all of such Exiting Lender's interest set forth opposite its name
on Exhibit 12 attached hereto in rights and obligations under the Prior Credit
Agreement and the other Loan Documents (as defined in the Prior Credit
Agreement), including, without limitation, the Swingline Commitment, Revolving
Commitment, Swingline Loans, Revolving Loans and participations held by such
Exiting Lender in Letters of Credit (as each such term is defined in the Prior
Credit Agreement) which are outstanding on the Closing Date (such interest being
the "EXITING LENDER INTEREST"). Each Lender hereunder shall pay to the
Administrative Agent on November 28, 2005 (the "TRUE-UP DATE") the amounts
necessary to fund (i) its share of the purchase price owing to the Exiting
Lenders described on Exhibit 12 and (ii) payments to other Lenders hereunder,
such that, after giving effect to the funding of such purchase price and such
payments, each Lender hereunder shall have funded its Pro Rata Percentage of the
Loans held by such Lender. Each Lender hereunder hereby authorizes and directs
the Administrative Agent to disburse on the same day such amounts to the Exiting
Lenders and the Lenders hereunder as are necessary to effect the foregoing.
Borrower shall pay on the True-Up Date all accrued but unpaid interest and fees
owing under the Prior Credit Agreement prior to the True-Up Date to the Exiting
Lenders, and the Exiting Lenders hereby authorize and direct Borrower to make
such payments to the Administrative Agent, and the Administrative Agent agrees,
upon receipt of such payment from Borrower, to disburse on the same day such
amounts to the Exiting Lenders. In order to effectuate the foregoing settlement
procedures, the parties hereto agree that (i) prior to the True-Up Date,
interest and fees shall continue to accrue on the Existing Obligations at the
rates set forth in the Prior Credit Agreement and each Lender's and each Exiting
Lender's interest therein shall be based upon its Pro Rata Percentage (as
defined in the Prior Credit Agreement) of the Existing Obligations prior to
giving effect to this Agreement and (ii) Borrower shall not request any Credit
Extension hereunder prior to the True-Up Date. Exiting Lenders and each party
hereto hereby (A) acknowledges and agrees that, immediately prior to the
effectiveness of this Agreement, pursuant to Section 10.06 of the Prior Credit
Agreement, UBS resigned as Administrative Agent under the Prior Credit Agreement
and the other Loan Documents (as defined therein) and Merrill has been appointed
as successor Administrative Agent pursuant to this Agreement, (B) waives any
requirement that UBS provide any notice of its resignation, and (C) agrees that
, notwithstanding anything to the contrary, the provisions of Article X and
Section 11.03 of the Prior Credit Agreement shall continue in effect for the
benefit of the UBS as a retiring Administrative Agent, its respective sub-agents
and their respective Affiliates in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent..

                            [Signature Pages Follow]


                                      159

<PAGE>

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

                                        GENERAL CABLE INDUSTRIES, INC., as the
                                        Borrower


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GENERAL CABLE COMPANY, as a Loan Party,
                                        Guarantor and Borrowing Base Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GENERAL CABLE CORPORATION, as a Loan
                                        Party, Borrowing Base Guarantor and
                                        Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GK TECHNOLOGIES, INCORPORATED, as a Loan
                                        Party, Borrowing Base Guarantor and
                                        Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GENERAL CABLE INDUSTRIES, LLC, as a Loan
                                        Party, Borrowing Base Guarantor and
                                        Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                                               SIGNATURE PAGE TO
                                    SECOND AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                        GENERAL CABLE TECHNOLOGIES CORPORATION,
                                        as a Loan Party, Borrowing Base
                                        Guarantor and Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GENERAL CABLE TEXAS OPERATIONS, L.P.,
                                        as a Loan Party, Borrowing Base
                                        Guarantor and Guarantor

                                        By: GENERAL CABLE INDUSTRIES, INC.,
                                            its general partner


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MARATHON MANUFACTURING HOLDINGS, INC.,
                                        as a Loan Party and Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GENERAL CABLE OVERSEAS HOLDINGS, INC.,
                                        as a Loan Party and Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                                               SIGNATURE PAGE TO
                                    SECOND AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                        GENERAL CABLE MANAGEMENT LLC, as a Loan
                                        Party and Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DIVERSIFIED CONTRACTORS, INC., as a Loan
                                        Party and Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MLTC COMPANY, as a Loan Party and
                                        Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MARATHON STEEL COMPANY, as a Loan Party
                                        and Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                                               SIGNATURE PAGE TO
                                    SECOND AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                        GENCA CORPORATION, as a Loan Party and
                                        Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GENERAL CABLE CANADA LTD., as a Loan
                                        Party and Guarantor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                                               SIGNATURE PAGE TO
                                    SECOND AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                        MERRILL LYNCH CAPITAL, A DIVISION OF
                                        MERRILL LYNCH BUSINESS FINANCIAL
                                        SERVICES INC., as a Lender, Swingline
                                        Lender, Administrative Agent and
                                        Collateral Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        Payment Account:

                                        Name of Bank: LaSalle Bank, NA
                                        City: Chicago, Illinois
                                        ABA/Routing No: 071 000 505
                                        Account Name: MLBFS - Corporate Finance
                                        Account Number: 5800393182
                                        Account Holder's Address: 222 N LaSalle,
                                        Chicago, IL 60601

                                        UBS AG, STAMFORD BRANCH,
                                        as Issuing Bank


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                                               SIGNATURE PAGE TO
                                    SECOND AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                        MERRILL LYNCH BANK USA,
                                        as Issuing Bank


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                                               SIGNATURE PAGE TO
                                    SECOND AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                        __________________________, A LENDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                                               SIGNATURE PAGE TO
                                    SECOND AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                                                         ANNEX I

                                APPLICABLE MARGIN

<TABLE>
<CAPTION>
                                   REVOLVING LOANS
                                 --------------------
      EXCESS AVAILABILITY        EURO DOLLAR    ABR
      -------------------        -----------   -----
<S>                              <C>           <C>
LEVEL I: < or = $50.0 million        1.75%      0.50%
LEVEL II: > $50 million, but
< or = $100 million                  1.50%      0.25%
LEVEL III: > $100 million, but
< or = $150 million                 1.375%     0.125%
LEVEL IV: > $150 million, but
< or = $175 million                  1.25%      0.00%
LEVEL V: > $175 million              1.00%      0.00%
</TABLE>

     For the purposes of the above pricing grid, from the Closing Date through
December 31, 2005, the Applicable Margin shall be set at Level III. Changes in
the Applicable Margin resulting from changes in Excess Availability shall become
effective on the first day of each quarter, commencing January 1, 2006, based
upon average daily Excess Availability for the immediately preceding quarter, as
calculated by the Administrative Agent. Notwithstanding the foregoing, Excess
Availability shall be deemed to be in Level I for purposes of determining the
Applicable Margin at any time during the existence of an Event of Default.
</TEXT>
</DOCUMENT>
